FUND FOR GOVERNMENT INVESTORS INC
485BPOS, 1996-05-31
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  <PAGE>
<PAGE>






     
    As Filed With The Securities And Exchange Commission on June
  3, 1996.


                                   File Nos. 2-52552 and 811-2539


                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C.  20549

                             Form N-1A

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     (X)

  Pre-Effective Amendment No.                                (  )

  Post-Effective Amendment No.    31                          (X)

                               and/or

  REGISTRATION STATEMENT UNDER THE INVESTMENT
    COMPANY ACT OF 1940                                       (X)

  Amendment No.   20                                          (X)

      

                   FUND FOR GOVERNMENT INVESTORS
         (Exact Name of Registrant as Specified in Charter)

          4922 Fairmont Avenue, Bethesda, Maryland  20814
        (Address of Principal Executive Offices) (Zip Code)

                           (301) 657-1500
        (Registrant's Telephone Number, Including Area Code)

                         Richard J. Garvey
                        4922 Fairmont Avenue
                     Bethesda, Maryland  20814
         (Name and Address of Agent for Service of Process)

                             Copies to:
                       James Bernstein, Esq.
                 Jorden Burt Berenson & Johnson LLP
                 1025 Thomas Jefferson Street, N.W.
                           Suite 400 East
                      Washington, D. C.  20007


  Approximate   Date  of  Commencement  of  the  Proposed  Public
  Offering of the Securities:

  <PAGE>
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  It is proposed that  this filing  will become effective  (check
  appropriate box):


    X       immediately upon filing pursuant to paragraph  (b) of
            rule 485.
            on  (date) pursuant to paragraph (b)  (1) (v) of rule
            485.
            60 days  after filing pursuant  to paragraph (a)  (1)
            of rule 485.
            on (date) pursuant to paragraph (a) (1) of rule 485.
            75 days  after filing pursuant  to paragraph (a)  (2)
            of rule 485.
            on (date) pursuant to paragraph (a) (2) of rule 485.


  If appropriate, check the following box:

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

  The   Registrant  has   previously   filed  a   declaration  of
  indefinite registration  of its shares  pursuant to Rule  24f-2
  under  the Investment  Company  Act of  1940.   The  Rule 24f-2
  Notice  for the  Registrant s fiscal  year  ended December  31,
  1995 was filed on February 27, 1996.


























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                   FUND FOR GOVERNMENT INVESTORS

                REGISTRATION STATEMENT ON FORM N-1A

                       CROSS REFERENCE SHEET

                   Required By Rule 495(a) Under
                     The Securities Act of 1933




    Form N-1A                            Location in
    Item No.                             Registration Statement


              Part A. Information Required in Prospectus


       1.      Cover Page                Outside Front Cover Page
                                         of Prospectus

       2.      Synopsis                  Fee Table


       3.      Condensed Financial       Financial Highlights
               Information



        4.     General Description of    Organization and
               Registrant                Description of Common  
                                         Stock; Management of the
                                         Fund; Taxes; Investment
                                         Objective and Policies 
       5.      Management of the Fund    Management of the Fund


      5A.      Management's Discussion   Not Applicable
               of Fund Performance



       6.      Capital Stock and Other   Organization and
               Securities                Description Common
                                         Stock; Dividends; Taxes
                                          






  <PAGE>
<PAGE>






    Form N-1A                            Location in
    Item No.                             Registration Statement

       
       7.      Purchase of Securities    How to Invest in the
               Being Offered             Fund; How to Redeem an
                                         Investment
                                         (Withdrawals); Tax-
                                         Sheltered Retirement
                                         Plans; Net Asset Value;
                                         Investors' Accounts



       8.      Redemption or Repurchase  How to Redeem an
                                         Investment (Withdrawals)
       9.      Legal Proceedings         Not Applicable


      10.      Cover Page                Outside Front Cover Page
                                         of Statement of
                                         Additional Information



                   Part B: Information Required In
                 Statement of Additional Information


      11.      Table of Contents         Table of Contents



      12.      General Information and   Not Applicable
               History


      13.      Investment Objectives and Investment Objective and
               Policies                  Policies; Investment
                                         Restrictions
      14.      Management of the         Management of the Fund
               Registrant


      15.      Control Persons and       Management of the Fund;
               Principal Holders of      Principal Holders of
               Securities                Securities; Investment
                                         Advisory and Other
                                         Services




  <PAGE>
<PAGE>






    Form N-1A                            Location in
    Item No.                             Registration Statement


      16.      Investment Advisory and   Investment Advisory and
               Other Services            Other Services; Auditors
                                         and Financial Statements



      17.      Brokerage Allocation      Not Applicable


      18.      Capital Stock and Other   Not Applicable
               Securities



      19.      Purchase, Redemption and  Net Asset Value
               Pricing of Securities
               Being Offered


      20.      Tax Status                Not Applicable


      21.      Underwriters              Not Applicable


      22.      Calculations of           Calculation of Yield
               Performance Data          Quotations


      23.      Financial Statements      Auditors and Financial
                                         Statements





                      Part C: Other Information


      24.      Financial Statements and  Financial Statements and
               Exhibits                  Exhibits


      25.      Persons Controlled by or  Persons Controlled by or
               Under                     Under Common Control
               Common Control



  <PAGE>
<PAGE>






    Form N-1A                            Location in
    Item No.                             Registration Statement

      26.      Number of Holders of      Number of Holders of
               Securities                Securities

      27.      Indemnification           Indemnification


      28.      Business and Other        Business and Other
               Connections               Connections of
               of Investment Adviser     Investment Adviser


      29.      Principal Underwriters    Principal Underwriters

      30.      Location of Accounts and  Location of Accounts and
               Records                   Records


      31.      Management Services       Management Services

      32.      Undertakings              Undertakings


      33.      Signatures                Signatures



























  <PAGE>
<PAGE>































                               PART A



























  <PAGE>
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                   FUND FOR GOVERNMENT INVESTORS
                        A Money Market Fund
      
          4922 Fairmont Avenue, Bethesda, Maryland  208l4
                           (800) 343-3355
                           (301) 657-1500

     
  Fund for  Government Investors  (the "Fund")  is an  investment
  company that invests in  short-term marketable debt  securities
  issued  by  the  United States  Government,  its  agencies  and
  instrumentalities, and  repurchase agreements  secured by  such
  securities,  with  the  sole  objective  of  achieving  current
  income with safety of principal.

  Investors  should read this Prospectus and retain it for future
  reference.    It   is  designed  to  set  forth  concisely  the
  information an  investor should  know before  investing in  the
  Fund.   A  Statement of  Additional Information,  dated June 3,
  1996, containing  additional  information  about the  Fund  has
  been filed with the  Securities and Exchange Commission  and is
  incorporated herein by reference.   A copy of the  Statement of
  Additional  Information  may be  obtained,  without charge,  by
  writing or telephoning the Fund.

      


  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 or guaranteed by the Federal Deposit
  Insurance Corporation, the Federal Reserve  Board, or any other
  U.S. Government agency.


  The securities of  the Fund are neither insured  nor guaranteed
  by the U.S. Government and  there can be no assurance  that the
  Fund will  be able  to maintain  a stable  net  asset value  of
  $1.00 per share.

     

  The date of  this Prospectus and of the Statement of Additional
  Information is June 3, 1996.

      
  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

  <PAGE>
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  ANY STATE  SECURITIES COMMISSION  PASSED UPON  THE ACCURACY  OR
  ADEQUACY  OF  THIS  PROSPECTUS.    ANY  REPRESENTATION  TO  THE
  CONTRARY IS A CRIMINAL OFFENSE.


















































  <PAGE>
<PAGE>






                             FEE TABLE

  The following  table illustrates all  expenses and fees that  a
  shareholder of the Fund will incur:


  <TABLE>
  <CAPTION>


     

       Shareholder Transaction Expenses                                

       <S>                                                          <C>
         Maximum Sales Load Imposed on Purchases, 
             Including Reinvested Dividends (as a
                                                                    None      percentage of offering price). . . . . . . . . . .
                                                                    NoneFee 12b-1. . . . . . . . . . . . . . . . . . . . . .
                                                                    NoneOther Expenses. . . . . . . . . . . . . . . . . . . .
                                                                    None  Total Fund Operating Expenses. . . . . . . . . . . . .

         Monthly Account Fee (for accounts under $500)*  . . . .   $5.00

       Annual Fund Operating Expenses (as a percentage of
       average net assets)
         Management Fees   . . . . . . . . . . . . . . . . . . .  0.50 % 
         12b-1 Fees  . . . . . . . . . . . . . . . . . . . . . .    None 
         Other Expenses  . . . . . . . . . . . . . . . . . . . .  0.25 % 
         Total Fund Operating Expenses   . . . . . . . . . . . .  0.75 % 

  </TABLE>

  *      A charge  of $5 per month may be imposed  on any account
         whose average  daily balance for  the month  falls below
         $500 due to redemptions.  See "Transaction Charges."
      
  Example

  Assuming a hypothetical investment of $1,000 in the  Fund, a 5%
  annual return, and redemption  at the end of each time  period,
  an  investor in the  Fund would  pay transaction  and operating
  expenses at the end of each year as follows:



       1 Year         3 Years        5 Years        10 Years

         $ 8            $ 25           $ 43           $ 95




  <PAGE>                         2
<PAGE>






  The same level  of expenses would be incurred if the investment
  were held throughout the period indicated.

  The preceding table  of fees and expenses is provided to assist
  investors in understanding the various  costs and expenses that
  an  investor in  the Fund  will  incur directly  or indirectly.
  The  percentages  shown  above are  based  on  actual  expenses
  incurred  by the  Fund.  The  5% assumed  annual return  is for
  comparison purposes  only.   The actual  annual return  for the
  Fund may  be more or  less depending on  market conditions, and
  the actual  expenses an investor incurs  in future  periods may
  be more or less than those  shown above and will depend on  the
  amount invested  and on  the actual  growth rate  of the  Fund.
  The example  should not be considered  a representation of past
  or  future expenses.  For  more complete  information about the
  various costs and  expenses of the Fund, see "Management of the
  Fund"  in the  Prospectus and  in the  Statement of  Additional
  Information. 



































  <PAGE>                         3
<PAGE>






     
                   Fund For Government Investors
                        FINANCIAL HIGHLIGHTS
                              Audited
      
  <TABLE>
  <CAPTION>
                                           For the Year Ended December 31,

                                    1995       1994       1993       1992 
   <S>                            <C>        <C>         <C>        <C>
   Per share Operating
     Performance:
     Net Asset Value -
     Beginning of Year        $    1.00   $    1.00  $    1.00   $   1.00 

   Net Investment Income          0.049       0.033      0.023      0.030 
   Net Realized and
     Unrealized Gains on
     Securities                     ---         ---        ---        --- 

   Net Increase in Net Asset
     Value Resulting from
     Operations                   0.049       0.033      0.023      0.030 
   Dividends to Shareholders     (0.049)     (0.033)    (0.023)    (0.030)
   Distributions to
     Shareholders from Net
     Realized Capital Gains         ---         ---        ---        --- 
   Net Increase in Net Asset
     Value                         0.00        0.00       0.00       0.00 

   Net Assets Value - End of
     Year                     $    1.00   $    1.00  $    1.00   $   1.00 
   Total Investment Return         5.04%       3.38%      2.37%      3.02%

   Ratios to Average Net
   Assets:
     Expenses                      0.74%       0.75%      0.75%      0.71%
     Net Investment Income         4.93%       3.31%      2.32%      3.00%

   Supplementary Data:
     Portfolio Turnover Rate        ---         ---        ---        --- 
     Number of Shares
     Outstanding at End of
     Year (000's omitted)        577,194    524,154    600,766    751,925 








  <PAGE>                         4
<PAGE>






                               For the Year Ended December 31,

                                   1991        1990       1989 
   <S>                            <C>        <C>         <C>
   Per share Operating
     Performance:
     Net Asset Value -
     Beginning of Year        $    1.00   $    1.00  $    1.00 

   Net Investment Income          0.053       0.071      0.082 
   Net Realized and
     Unrealized Gains on
     Securities                     ---         ---        --- 

   Net Increase in Net Asset
     Value Resulting from
     Operations                   0.053       0.071      0.082 
   Dividends to Shareholders     (0.053)     (0.071)    (0.082)
   Distributions to
     Shareholders from Net
     Realized Capital Gains         ---         ---        --- 
   Net Increase in Net Asset
     Value                         0.00        0.00       0.00 

   Net Assets Value - End of
     Year                     $    1.00   $    1.00  $    1.00 
   Total Investment Return         5.38%       7.38%      8.51%

   Ratios to Average Net
   Assets:
     Expenses                      0.69%       0.71%      0.72%
     Net Investment Income         5.29%       7.13%      8.19%

   Supplementary Data:
     Portfolio Turnover Rate        ---         ---        --- 
     Number of Shares
     Outstanding at End of
     Year (000's omitted)       796,655     857,418    704,479 















  <PAGE>                         5
<PAGE>






                               For the Year Ended December 31,

                                    1988       1987      1986 
   <S>                            <C>         <C>       <C>
   Per share Operating
     Performance:
     Net Asset Value -
     Beginning of Year        $     1.00   $   1.00  $   1.00 

   Net Investment Income           0.064      0.057     0.058 
   Net Realized and
     Unrealized Gains on
     Securities                      ---        ---       --- 

   Net Increase in Net Asset
     Value Resulting from
     Operations                     0.064     0.057     0.058 
   Dividends to Shareholders      (0.064)    (0.057)   (0.058)
   Distributions to
     Shareholders from Net
     Realized Capital Gains          ---        ---       --- 
   Net Increase in Net Asset
     Value                          0.00       0.00      0.00 

   Net Assets Value - End of
     Year                     $     1.00   $   1.00  $   1.00 
   Total Investment Return          6.66%      5.81%     5.97%

   Ratios to Average Net
   Assets:
     Expenses                       0.73%      0.72%     0.73%
     Net Investment Income          6.44%      5.66%     5.81%



   Supplementary Data:
     Portfolio Turnover Rate         ---        ---       --- 
     Number of Shares
     Outstanding at End of
     Year (000's omitted)        634,723    695,554   686,195 
  </TABLE>

  The  auditors   report  is incorporated  by  reference  in  the
  registration  statement.    The  auditors   report and  further
  information about the performance of the Fund are  contained in
  the  annual  report  to  shareholders  which  may  be  obtained
  without charge by calling or writing the Fund.






  <PAGE>                         6
<PAGE>







  PERFORMANCE DATA

  From  time  to  time  the  Fund  advertises   its  "yield"  and
  "effective yield".  Both yield figures are based on  historical
  earnings and are  not intended to indicate  future performance.
  The  yield of the  Fund refers  to the  income generated  by an
  investment in  the Fund over  a seven-day period (which  period
  will be  stated in  the advertisement).   This  income is  then
  "annualized".  That is, the  amount of income generated  by the
  investment  during that  week is assumed  to be  generated each
  week over a 52-week  period and is shown as a percentage of the
  investment.  The effective yield  is calculated similarly, but,
  when annualized, the  income earned  by the  investment in  the
  Fund is assumed to be  reinvested.  The "effective  yield" will
  be slightly higher than  the "yield" because of the compounding
  effect of  this assumed reinvestment.   Comparative performance
  and relative ranking  information may be used from time to time
  in advertising or  marketing the Fund s shares,  including data
  from Lipper  Analytical Services, Inc.,  Donoghue s Money  Fund
  Report and other industry publications. 

  For the  seven day period  ended December 31,  1995, the Fund s
  annualized  average yield  was  4.64%.   The  effective  annual
  yield was 4.75%.

  INVESTMENT OBJECTIVE AND POLICIES

  General

  The sole objective  of the Fund  is to  achieve current  income
  with safety  of principal. Although there  is no assurance that
  this  objective will  be achieved,  the  Fund will  pursue this
  objective   by   investing  exclusively   in   marketable  debt
  securities  issued  by  the  United  States  Government  or  by
  agencies  and   instrumentalities   of  the   U.S.   Government
  (collectively, "U.S.  Government Securities") and in repurchase
  agreements secured  by U.S. Government Securities.   Repurchase
  agreements  are fully  collateralized,  but  the value  of  the
  underlying collateral may be affected  by sharp fluctuations in
  short-term interest rates.

  The Fund  will invest  in short-term  United States  Government
  Securities,  including  U.S.  Treasury   bills,  U.S.  Treasury
  notes, and  U.S. Treasury  bonds that  mature within  one year.
  All securities purchased  by the Fund  are held  by the  Fund s
  custodian   bank,   Rushmore  Trust   and  Savings,   FSB  (the
  "Custodian"). U.S. Treasury  securities are backed by  the full
  faith and credit of the United States Government.

  The  Fund may  not  borrow money,  except  that as  a temporary
  measure the  Fund may borrow  money to facilitate  redemptions.

  <PAGE>                         7
<PAGE>






  Such  a borrowing may be in an amount  not to exceed 30% of the
  Fund s  total  assets,  taken  at  current  value  before  such
  borrowing.   The Fund may  borrow only to accommodate  requests
  for  redemption  of  shares  of the  Fund  while  effecting  an
  orderly liquidation of portfolio securities.

  The investment  objective and  the investment  policies of  the
  Fund  may not be changed without the  approval of a majority of
  the  shareholders, as defined in  the Investment Company Act of
  1940.

  U.S. Government Securities

  U.S.  Treasury securities  are  backed by  the  full faith  and
  credit of the U.S.  Treasury.  U.S. Treasury  securities differ
  only  in  their  interest  rates,   maturities,  and  dates  of
  issuance.  Treasury  bills have maturities of one year or less.
  Treasury  notes  have  maturities  of  one to  ten  years,  and
  Treasury bonds  generally have maturities  of greater than  ten
  years  at   the  date   of  issuance.      Yields  on   short-,
  intermediate-, and  long-term  U.S. Government  Securities  are
  dependent  on  a  variety of  factors,  including  the  general
  conditions  of  the money  and  bond  markets,  the  size of  a
  particular offering,  and the maturity of the obligation.  Debt
  securities  with  longer  maturities  tend  to  produce  higher
  yields  and  are  generally  subject  to   potentially  greater
  capital appreciation  and  depreciation than  obligations  with
  shorter maturities and  lower yields.  The market value of U.S.
  Government Securities  generally varies inversely  with changes
  in  market interest  rates.   An  increase  in interest  rates,
  therefore,  would generally  reduce  the  market value  of  the
  Fund s  portfolio investments  in  U.S. Government  Securities,
  while a  decline in interest rates would generally increase the
  market  value of  the  Fund s  portfolio investments  in  these
  securities.

  Certain U.S. Government Securities are  issued or guaranteed by
  agencies   or   instrumentalities  of   the   U.S.   Government
  including, but not  limited to, obligations of  U.S. Government
  agencies  or  instrumentalities such  as  the Federal  National
  Mortgage   Association,   the   Government  National   Mortgage
  Association, the  Small  Business Administration,  the  Export-
  Import  Bank,  the  Federal  Farm  Credit  Administration,  the
  Federal Home Loan Banks, Banks  for Cooperatives (including the
  Central Bank  for Cooperatives),  the Federal  Land Banks,  the
  Federal  Intermediate  Credit   Banks,  the  Tennessee   Valley
  Authority, the  Export-Import Bank  of the  United States,  the
  Commodity Credit Corporation, the  Federal Financing Bank,  the
  Student Loan  Marketing  Association, and  the National  Credit
  Union Administration.



  <PAGE>                         8
<PAGE>






  Some   obligations  issued   or  guaranteed   by  agencies   or
  instrumentalities  of the  U.S. Government  are  backed by  the
  full faith and credit of  the U.S. Treasury.  Such agencies and
  instrumentalities  may borrow  funds  from  the U.S.  Treasury.
  However, no assurances  can be  given that the  U.S. Government
  will provide such financial  support to the obligations  of the
  other U.S.  Government agencies  or instrumentalities  in which
  the Fund  invests, since the  U.S. Government is not  obligated
  to do  so.   These  other  agencies and  instrumentalities  are
  supported  by  either  the  issuer s  right  to  borrow,  under
  certain circumstances, an  amount limited to a specific line of
  credit from the  U.S. Treasury, the discretionary  authority of
  the  U.S. Government  to  purchase  certain obligations  of  an
  agency  or instrumentality,  or  the credit  of  the agency  or
  instrumentality itself.

  U.S.  Government Securities  may be  purchased  at a  discount.
  Such securities, when held to maturity or retired,  may include
  an element of  capital gain.   Capital losses  may be  realized
  when such  securities  purchased  at  a  premium  are  held  to
  maturity or are called or redeemed at a  price lower than their
  purchase price.  Capital gains  or losses also may  be realized
  upon the sale of securities.

  Repurchase Agreements

  The Fund  may also  invest in repurchase  agreements secured by
  U.S. Government Securities.  Under  a repurchase agreement, the
  Fund purchases  a debt  security and  simultaneously agrees  to
  sell the security  back to the seller at a mutually agreed-upon
  future price  and date, normally one  day or a few  days later.
  The  resale   price  is  greater   than  the  purchase   price,
  reflecting  an  agreed-upon  market interest  rate  during  the
  purchaser s  holding  period.   While  the  maturities  of  the
  underlying securities  in repurchase  transactions may  be more
  than one  year,  the term  of  each repurchase  agreement  will
  always  be less  than  one  year.   The  Fund will  enter  into
  repurchase agreements  only with  member banks  of the  Federal
  Reserve  System   or  primary   dealers   of  U.S.   Government
  Securities.   The Fund's  investment adviser  will monitor  the
  creditworthiness of  each of the  firms which is  a party  to a
  repurchase agreement with the Fund.  In  the event of a default
  or  bankruptcy by  the seller,  the Fund  will  liquidate those
  securities  (whose market  value,  including accrued  interest,
  must be at least  equal to 100%  of the dollar amount  invested
  by  the Fund  in  each  repurchase  agreement) held  under  the
  applicable  repurchase  agreement, which  securities constitute
  collateral  for  the  seller s obligation  to  pay.    However,
  liquidation  could involve  costs or delays  and, to the extent
  proceeds from the  sales of these securities were less than the
  agreed-upon repurchase  price, the  Fund would  suffer a  loss.
  The Fund  also may  experience difficulties  and incur  certain

  <PAGE>                         9
<PAGE>






  costs in exercising its rights  to the collateral and  may lose
  the interest the  Fund expected to receive under the repurchase
  agreement.    Repurchase  agreements  usually   are  for  short
  periods, such as  one week or less,  but may be longer.   It is
  the current  policy of the Fund  to treat repurchase agreements
  that do  not  mature within  seven  days  as illiquid  for  the
  purposes of the Fund s investment policies.

  DIVIDENDS

  The Fund  distributes all of  its net income on  a daily basis.
  Dividends are declared on  each day that  the Fund is open  for
  business.    Investors   receive  dividends  in  the   form  of
  additional shares  unless they elect to  receive cash.  Payment
  is made  in additional  shares at  the net asset  value on  the
  payable date or in  cash, on  a monthly basis.   To change  the
  method of receiving  dividends, investors must notify  the Fund
  in writing at least one week before payment is to be made.

  Net income of  the Fund shall  consist of  all interest  income
  accrued and discount  earned, plus or minus any  realized gains
  or losses, less estimated expenses  of the Fund. The  Fund does
  not expect to realize any long-term capital gains.

  NET ASSET VALUE

     

  The Fund s net asset value  per share will be determined  as of
  12:00 noon,  Eastern time, on  days when the  Custodian bank is
  open  for  business.     The  net  asset  value  per  share  is
  determined by adding the appraised value of all securities  and
  all other  assets, deducting  liabilities and  dividing by  the
  number  of  shares  outstanding.    The  value  of  the  Fund s
  portfolio  of securities  is determined  on the  basis of  fair
  value as  determined in good faith by the  Fund s Trustees.  In
  determining  fair  value,  the Fund  uses  the  amortized  cost
  method  of  valuing  the securities  in  its  portfolio,  which
  method involves  valuing a security  at its cost  adjusted by a
  constant amortization to  maturity of any discount  or premium,
  regardless of  the impact of fluctuating  interest rates on the
  market value of the instrument.  The  purpose of this method of
  calculation is to facilitate  the maintenance of a constant net
  asset value  per share for  the Fund of $1.00.   However, there
  is no assurance the $1.00 net asset value will be maintained.

      

  INVESTORS  ACCOUNTS




  <PAGE>                         10
<PAGE>






  The Fund maintains  an account for  each investor  in full  and
  fractional shares.   Statements of account will be sent monthly
  showing  the  beginning  balance and  the  ending  balance  and
  detailing  transactions   for  the   month.  Confirmations   of
  individual transactions will not be sent. 

  The Fund  reserves the right to reject any purchase order.  All
  accounts will be held  in book entry form.  No certificates for
  shares will be issued. 

     

  TRANSACTION CHARGES

  In addition to charges described  elsewhere in this Prospectus,
  the Fund may  impose a charge of  $5 per month for  any account
  whose average daily  balance for the month falls below $500 due
  to redemptions. The  fee will continue to be imposed during the
  months when  the account balance  remains below $500.   The fee
  will be imposed  on the last business  day of the month.   This
  fee will be paid to Rushmore  Trust and Savings, FSB.  The  fee
  will  not  be  imposed on  tax-sheltered  retirement  plans  or
  accounts established  under the Uniform  Gifts or Transfers  to
  Minors Act.   Because of the administrative expense of handling
  small accounts,  the Fund reserves  the right to  involuntarily
  redeem  an investor s  account which  falls below  $500 due  to
  redemptions or  exchanges  after  providing  60  days   written
  notice. 

      

  TAXES

  The  Fund intends to qualify as  a regulated investment company
  under Subchapter  M of the  Internal Revenue Code.   Because of
  this qualification,  the Fund  will not  be liable  for Federal
  income taxes to the extent its earnings are distributed.

  Dividends derived from  interest and dividends received  by the
  Fund,  together  with distributions  of any  short-term capital
  gains,  are   taxable  as  ordinary   income  whether  or   not
  reinvested.    Statements  as  to  the  Federal  tax  status of
  shareholders   dividends   and  distributions  will  be  mailed
  annually.    Shareholders  should  consult  their tax  advisers
  concerning the tax  status of the Fund's dividends in their own
  states and localities.

  Shareholders  are required  by law  to certify  that their  tax
  identification number is correct and that they  are not subject
  to back-up withholding.  In the absence of this  certification,
  the Fund is  required to withhold taxes  at the rate of  31% on
  dividends,   capital  gains   distributions,  and  redemptions.

  <PAGE>                         11
<PAGE>






  Shareholders who are non-resident  aliens may  be subject to  a
  withholding tax on dividends earned.

  HOW TO INVEST IN THE FUND

  Shares of the  Fund are offered  for sale  continuously by  the
  Fund.    There  is  no  sales  charge.    The  minimum  initial
  investment is $2,500. Retirement accounts may  be opened with a
  $500  minimum  investment.    There is  no  minimum  amount for
  subsequent investments.

     

  By Mail.  Fill  out an application and make a  check payable to
  "Fund  for  Government  Investors"  Mail  the  check,  and  the
  completed application to:

    Fund for Government Investors
    4922 Fairmont Avenue
    Bethesda, Maryland  208l4

  By  Bank Wire.    Speak to  the Branch  Manager  of your  bank.
  Request  a transfer  of  Federal funds  to  Rushmore Trust  and
  Savings, FSB, instructing the  bank to wire transfer  the money
  before 12 noon, Eastern time to:

    Rushmore Trust and Savings, FSB
    Bethesda, Maryland
    Routing No. 0550-71084
    For Account of 
       Fund for Government Investors
    Account No. 029385770

      

  AFTER  INSTRUCTING YOUR  BANK TO  TRANSFER  FEDERAL FUNDS,  YOU
  MUST  TELEPHONE THE FUND  AT (800)  622-1386 OR  (301) 657-1510
  BETWEEN 8:30 A.M. AND NOON EASTERN TIME AND TELL  US THE AMOUNT
  YOU TRANSFERRED AND  THE NAME OF THE BANK SENDING THE TRANSFER.
  YOUR  BANK MAY CHARGE A  FEE FOR SUCH  SERVICES.  REMEMBER THAT
  IT IS  IMPORTANT TO COMPLETE  THE WIRE TRANSFER  BEFORE 12 NOON
  EASTERN TIME. 

  Through  Brokers.    Investors  may  invest   in  the  Fund  by
  purchasing  shares  through  registered  broker-dealers.   Such
  broker-dealers  who process orders  may charge  a fee  for such
  service.
  The Government  securities market, in  which the Fund buys  and
  sells its securities, usually requires immediate settlement  in
  Federal  funds   for  all  security  transactions.     Payments
  received  by  bank  wire  can  be  converted  immediately  into
  Federal funds and  will begin earning dividends  the same  day.

  <PAGE>                         12
<PAGE>






  Payment for the  purchase of Fund  shares not  received in  the
  form  of  Federal  funds  will   begin  earning  dividends  the
  following day.   Foreign checks  will not be  accepted.  Orders
  received prior  to 12 noon,  Eastern time, will  be invested in
  shares of  the Fund  at the  next determined  net asset  value.
  The Fund  may impose  a charge  of $10  for items  returned for
  insufficient or uncollectible funds.

  HOW TO REDEEM AN INVESTMENT (WITHDRAWALS)

  An investor may withdraw all  or any portion of  his investment
  by redeeming  shares  on any  day  that the  Fund is  open  for
  business  at  the next  determined  net asset  value  per share
  after receipt of the order  by writing the Fund  or telephoning
  (800)  622-1386  or  (301)  657-1510.     Telephone  redemption
  privileges may  be terminated or  modified by the  Fund upon 60
  days notice to  all shareholders of the Fund.  Telephone orders
  for redemptions must  be received by  noon Eastern  time to  be
  effective  that day.    The  privilege to  initiate  redemption
  transactions  by  telephone  will be  made  available  to  Fund
  shareholders automatically.

  Telephone  redemptions will  only  be sent  to  the address  of
  record  or   to  bank   accounts  specified   in  the   account
  applications.   When  acting  on  instructions believed  to  be
  genuine, the Fund  will not be  liable for  any loss  resulting
  from  a  fraudulent  telephone   redemption  request  and   the
  investor would  bear the risk of any such  loss.  The Fund will
  employ  reasonable   procedures  to  confirm   that  redemption
  instructions communicated by telephone are  genuine; and if the
  Fund does  not employ  such procedures,  then the  Fund may  be
  liable  for  any  losses  due  to  unauthorized  or  fraudulent
  instructions.    The  Fund  follows  specific   procedures  for
  transactions  initiated  by telephone,  including  among others
  requiring some form of personal  identification prior to acting
  on  instructions  received  by  telephone,  providing   written
  confirmation  not later  than  five  business days  after  such
  transactions, and/or tape recording of telephone transactions.

  The  proceeds  of  redemptions will  be  sent  directly to  the
  investor s  address  of  record.    If  the  investor  requests
  payment of redemptions to a third party  or to a location other
  than  his address of record listed  on the account application,
  the request  must be  in writing  and the investor's  signature
  must  be  guaranteed  by an  eligible  institution.    Eligible
  institutions    generally   include    banking    institutions,
  securities     exchanges,     associations,     agencies     or
  broker/dealers, and   STAMP  program participants.   There  are
  no fees charged for redemptions.

  Normally,  the Fund will make  payment for  all shares redeemed
  within one  business day.   However,  withdrawal requests  upon

  <PAGE>                         13
<PAGE>






  investments that have been  made by check may be  delayed up to
  ten calendar days  following such investment or until the check
  clears,  whichever occurs  first. This  delay  is necessary  to
  assure the Fund  that investments made by check are good funds.
  The proceeds of the redemption will be forwarded promptly  upon
  confirmation of receipt of good funds.

  The right  of  redemption may  be  suspended,  or the  date  of
  payment  postponed during  the  following periods:  (a) periods
  during  which the  New  York  Stock  Exchange (the  "NYSE")  is
  closed (other than customary weekend  or holiday closings); (b)
  periods  when  trading  on  the  NYSE   is  restricted,  or  an
  emergency exists, as determined by  the Securities and Exchange
  Commission,  so that  disposal of  the  Fund s investments  for
  determination   of   net  asset   value   is   not   reasonably
  practicable;  or (c) for such other  periods as the Commission,
  by order, may permit for protection of the Fund s investors.

  To provide  the utmost  liquidity for  investors  money,  there
  are four forms of redemption:

  Bank  Wire Transfers.   When  the amount  to be  redeemed is at
  least  $5,000,  the  Fund,  upon  telephone instructions,  will
  automatically  wire  transfer  the  amount  to  the  investor s
  commercial bank or  brokerage account specified in  the account
  application.   The Fund will  also accept written  instructions
  for wire transfers of funds.

  Check  Transfers.   For  amounts  less than  $5,000,  investors
  utilizing  certain  Washington,  D.C.  banks  may  have  checks
  deposited  directly into  their account.    For redemptions  by
  investors utilizing banks  in other states,  including Virginia
  and Maryland, checks will be delivered by mail.

  Draft Checks.   Investors may  elect to redeem  shares by draft
  check (minimum  check - $250) made payable to  the order of any
  person or institution.   Upon the Fund s receipt of a completed
  signature card,  investors will be  supplied with draft  checks
  which are  drawn on  the Fund s  account and  are paid  through
  Rushmore  Trust and  Savings, FSB. The  Fund reserves the right
  to change or  suspend the checking  service and  to charge  for
  the reorder  of draft  checks.   These draft  checks cannot  be
  certified,  nor  can these  checks  be negotiated  for  cash at
  Rushmore Trust and  Savings, FSB. There  will be  a $10  charge
  for each stop payment request  on the draft checks.   Investors
  will  be  subject  to  the  same  rules  and  regulations  that
  Rushmore Trust and  Savings, FSB applies to  checking accounts.
  Investors  accounts may not be closed by draft check.

     



  <PAGE>                         14
<PAGE>






  Exchanges.  Shares of  the Fund may be exchanged  for shares of
  Fund for  Tax-Free Investors,  Inc., The  Rushmore Fund,  Inc.,
  the American  Gas Index Fund,  Inc., or the  Cappiello-Rushmore
  Trust on  the basis of the  respective net asset values  of the
  shares involved, provided such exchange  is permitted under the
  applicable  laws of  the  state  of the  investor s  residence.
  Shareholders contem-plating such an exchange should obtain  and
  review the prospectuses  of those funds. Exchanges may  be made
  by telephone  or  letter. Written  requests should  be sent  to
  Fund for Government Investors, 4922  Fairmont Avenue, Bethesda,
  Maryland   20814 and be  signed by the record  owner or owners.
  Telephone  exchange requests  may be  made  by telephoning  the
  Fund at  (800) 622-1386  or (301)  657-1510.   To implement  an
  exchange,    shareholders   should    provide   the   following
  information:   account   registration  including   address  and
  number, taxpayer identification  number, number, percentage  or
  dollar value of  shares to be redeemed, name and account number
  of the portfolio  to which the investment is to be transferred.
  Exchanges may  be made  only  if they  are between  identically
  registered  accounts.   Telephone  exchange  privileges  may be
  terminated or modified by the  Fund upon 60 days notice to  all
  shareholders of the Fund.

      

  TAX-SHELTERED RETIREMENT PLANS

  Tax-Sheltered  Retirement  Plans  of  the following  types  are
  available to investors:

    Individual Retirement Accounts (IRAs)
    Keogh Accounts - Defined Contribution
       Plan (Profit Sharing Plan)
    Keogh Accounts - Money Purchase Plan
       (Pension Plan)
    Internal Revenue Code 
       Section 401(k) Plans
    Internal Revenue Code 
       Section 403(b) Plans

  Additional  information   regarding  these   accounts  may   be
  obtained by contacting the Fund.

  MANAGEMENT OF THE FUND

     

  Officers  and Directors.    The Fund  has  a Board  of Trustees
  which is responsible for the general supervision  of the Fund s
  business.   The  day-to-day  operations  of the  Fund  are  the
  responsibility of the  Fund s officers.  A complete list of the


  <PAGE>                         15
<PAGE>






  Fund s Trustees and officers  is provided  in the Statement  of
  Additional Information.

  Investment Adviser  and Administrative  Servicing  Agent.   The
  Fund  is provided  investment advisory  and management services
  by  Money  Management Associates  (the  "Adviser"),  1001 Grand
  Isle Way,  Palm Beach Gardens,  Florida  33418.   The Agreement
  between the Adviser  and the Fund was approved  by shareholders
  of the  Fund on  May 24,  1996, at  a special  meeting of  Fund
  shareholders.  The  Adviser is a limited  partnership which was
  formed under the  laws of the  District of  Columbia on  August
  15, 1974.   Its primary business  since inception  has been  to
  serve  as  the investment  adviser  of  the  Fund.   Daniel  L.
  O Connor is  the sole general  partner of the  Adviser, and, as
  such,  exercises control  of  the  Adviser.   Money  Management
  Associates provides  investment advice and  management to other
  mutual funds including  The Rushmore Fund, Inc., Fund  for Tax-
  Free Investors,  Inc., and  the American  Gas Index  Fund, Inc.
  Net assets under management currently approximate $1 billion.

      

  Under an agreement with the Adviser, the Fund  pays a fee at an
  annual  rate based  on the  size of  the  Fund s net  assets as
  follows:

    0.50% of the first $500 million;
    0.45% of the next $250 million;
    0.40% of the next $250 million; and
    0.35% of the net assets over $1 billion.

  For  the  year ended  December  31,  1995,  the  Fund paid  the
  Adviser investment  advisory fees of  0.49% (49/100  of 1%)  of
  the average daily net assets of the Fund. 

     

  Effective March  1, 1996,  the Board  of  Trustees approved  an
  arrangement  whereby  Rushmore  Trust  and  Savings,  FSB, 4922
  Fairmont  Avenue, Bethesda,  Maryland   20814, a majority-owned
  subsidiary of  the Adviser, provides  the Fund with  custodial,
  transfer agency, dividend-disbursing, and other services.   The
  Fund pays an annual fee of 0.25% (25/100 of 1%) of the  average
  daily net assets of the Fund for these services.

  ORGANIZATION AND DESCRIPTION OF SHARES OF BENEFICIAL INTEREST

  The  Fund  is   a  no-load,  open-end,  diversified  management
  investment company.   The Fund  is an unincorporated  voluntary
  association organized  under the laws of  the State of Delaware
  as a  business trust pursuant  to a Declaration  of Trust dated
  January  25,  1996.    The  Fund  is  authorized  to  issue  an

  <PAGE>                         16
<PAGE>






  unlimited  number  of  shares  of  beneficial  interest,  which
  shares  have no par  value, and which  shares may  be issued in
  separate classes.   The Fund currently has one series of shares
  outstanding and  presently does  not intend  to organize  other
  separate  series.   Shares  have equal  voting  rights, and  no
  preferences  to conversion, exchange,  dividends, retirement or
  any other  feature.   These shares  have non-cumulative  voting
  rights, which means  that the holders of  more than 50%  of the
  shares voting for the election  of Directors can elect  100% of
  the  Directors, if  they choose  to do  so. In such  event, the
  holders of the  remaining shares voting (less than 50%) will be
  unable to elect any Directors.

  Under  Delaware law,  a registered  investment  company is  not
  required  to   hold  annual   shareholders   meetings  if   the
  Investment Company Act of 1940 does not require a  meeting.  It
  will,  however, hold  special meetings  as  required or  deemed
  desirable  by  the  Board  of  Trustees for  such  purposes  as
  electing trustees,  changing fundamental policies, or approving
  an investment advisory contract.

  Under the Investment Company  Act of 1940, shareholders of  the
  Fund have the right  to remove Trustees and, if  holders of 10%
  of the outstanding  shares request in writing,  a shareholder s
  meeting must be called.

  Shareholders  of the  Fund having  inquiries  about the  Fund s
  organization or  operation should contact  the Fund in  writing
  at  4922  Fairmont  Avenue, Bethesda,  Maryland    20814  or by
  telephone at (301) 657-1500 or (800) 343-3355. 

  THE REDOMESTICATION

  On  May 31, 1996, the Fund changes its form of organization and
  domicile from  a Maryland  corporation to  a Delaware  business
  trust  (the  "Redomestication").    Shareholders  of  the  Fund
  approved  the Redomestication  at  a  special meeting  of  Fund
  shareholders held  on May  24, 1996.   Under  an Agreement  and
  Plan  of Reorganization  and Redomestication,  the  Fund, as  a
  Maryland  corporation,  transferred  all  of  its   assets  and
  liabilities to  a newly-created Delaware   business   trust  in
  exchange  for  all  of the  outstanding  shares  of  beneficial
  interest of  that  Delaware  business trust.    The  Fund  then
  distributed to  its shareholders shares  of beneficial interest
  in the Delaware business  trust equal in value to  the value of
  the shares  of common  stock held  by each  shareholder of  the
  Maryland  corporation and  then  canceled  on its  books  those
  shares of common stock of the Maryland corporation.

  It  is anticipated  that  the  Redomestication will  result  in
  cost-savings to the  Fund and its shareholders by virtue of the
  Fund s organization  as a  Delaware business  trust.   Delaware

  <PAGE>                         17
<PAGE>






  business trusts are  generally subject to less  regulation than
  Maryland corporations and, therefore,  have greater flexibility
  with respect  to governance issues.   In addition, among  other
  things,  a  Delaware business  trust  is not  subject  to state
  franchise taxes nor any other state taxes.

      














































  <PAGE>                         18
<PAGE>






     
                   FUND FOR GOVERNMENT INVESTORS

                             PROSPECTUS

                            June 3, 1996

                              CONTENTS

                                                             Page

  Fee Table . . . . . . . . . . . . . . . . . . . . . . . . .   2

  Financial Highlights  . . . . . . . . . . . . . . . . . . .   3

  Performance Data  . . . . . . . . . . . . . . . . . . . . .   4

  Investment Objective and Policies . . . . . . . . . . . . .   4

  Dividends . . . . . . . . . . . . . . . . . . . . . . . . .   6

  Net Asset Value . . . . . . . . . . . . . . . . . . . . . .   6

  Investors' Accounts . . . . . . . . . . . . . . . . . . . .   7

  Transaction Charges . . . . . . . . . . . . . . . . . . . .   7

  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

  How to Invest in the Fund . . . . . . . . . . . . . . . . .   7

  How to Redeem an Investment
    (Withdrawals) . . . . . . . . . . . . . . . . . . . . . .   8

  Tax-Sheltered Retirement Plans  . . . . . . . . . . . . . .  10

  Management of the Fund  . . . . . . . . . . . . . . . . . .  10

  Organization and Description of Shares
    of Beneficial Interests   . . . . . . . . . . . . . . . .  11

  The Redomestication . . . . . . . . . . . . . . . . . . .    12
       
<PAGE>
































                               PART B
<PAGE>













     

                   FUND FOR GOVERNMENT INVESTORS
                        A Money Market Fund
      
          4922 Fairmont Avenue, Bethesda, Maryland  20814
                  (301) 657-1500    (800) 343-3355



                STATEMENT OF ADDITIONAL INFORMATION
     

  This Statement of  Additional Information is not  a prospectus.
  This  Statement of  Additional Information  should  be read  in
  conjunction with the  Fund s Prospectus, dated June 3, 1996.  A
  copy  of the Fund s Prospectus  may be  obtained without charge
  by writing or telephoning the Fund.

  The date  of this  Statement of Additional  Information is June
  3, 1996.
      
<PAGE>






     
                   FUND FOR GOVERNMENT INVESTORS
                        A Money Market Fund
      
                STATEMENT OF ADDITIONAL INFORMATION

                         Table of Contents

  <TABLE>
  <CAPTION>
                                                                                 
                                     Cross    Reference   to   Related   Item   in
  Prospectus

                                                      Page in
                                                     Statement
                                                         of
                                                     Additional    Page in
                                                    Information  Prospectus
             <S>                                        <C>          <C>
             Investment Objective and Policies           3            4

             Investment Restrictions                     3            4

             Management of the Fund                      4           10

             Principal Holders of Securities             5           --

             Investment    Advisory    and   Other       5           10
             Services

             Net Asset Value                             6            6

             Comparative Performance Data                6            4

             Calculation of Yield Quotations             7            4

             Auditors and Financial Statements           7            3
  </TABLE>














  <PAGE>                         2
<PAGE>






  INVESTMENT OBJECTIVE AND POLICIES

  General

  The Fund may invest only  in marketable debt securities  of the
  United States  Government, its  agencies and  instrumentalities
  (collectively,   "U.S.   Government   Securities"),   and    in
  repurchase  agreements   secured  by  such  securities.     The
  investment  objective,   the  investment   policies,  and   the
  investment  restrictions of the Fund may not be changed without
  the approval of a majority  of the shareholders, as  defined in
  the Investment Company Act of 1940.

  Portfolio turnover  of the Fund will be high  due to the short-
  term nature of  the Fund s investments.  High turnover will not
  adversely   affect   the   Fund s   yield   because   brokerage
  commissions  are not  normally  paid  on investments  the  Fund
  makes.

  U.S. Government Securities

  The  Fund  invests primarily  in  U.S.  Government  Securities.
  Securities issued  or guaranteed by the  U.S. Government or its
  agencies    or   instrumentalities    include   U.S.   Treasury
  securities,  which  differ   only  in  their   interest  rates,
  maturities, and  times of issuance.   U.S. Treasury bills  have
  initial maturities  of one  year or  less; U.S.  Treasury notes
  have initial maturities  of one to ten years; and U.S. Treasury
  bonds generally  have initial  maturities of  greater than  ten
  years.    Some   obligations  issued  or  guaranteed   by  U.S.
  Government  agencies  and  instrumentalities,  including,   for
  example, Government National Mortgage Association  pass-through
  certificates, are  supported by the  full faith  and credit  of
  the  U.S. Treasury.  Other obligations  issued by or guaranteed
  by Federal  agencies, such  as those  securities issued by  the
  Federal  National Mortgage  Association, are  supported by  the
  discretionary authority  of  the  U.S. Government  to  purchase
  certain  obligations   of  the  Federal  agency,   while  other
  obligations issued by  or guaranteed by Federal  agencies, such
  as those of the Federal  Home Loan Banks, are supported  by the
  right of the  issuer to borrow from  the U.S. Treasury.   While
  the U.S.  Government provides  financial support  to such  U.S.
  Government-sponsored Federal  agencies,  no  assurance  can  be
  given that the  U.S. Government will  always do  so, since  the
  U.S. Government  is not  so obligated  by law.   U.S.  Treasury
  notes and  bonds typically  pay  coupon interest  semi-annually
  and repay  the principal at maturity.  The  Fund will invest in
  such   U.S.  Government   Securities  only   when   the  Fund's
  investment  adviser  (the  "Adviser")  is  satisfied  that  the
  credit risk with respect to the issuer is minimal.

  Repurchase Agreements

  <PAGE>                         3
<PAGE>






  As discussed in  the Fund s Prospectus, the Fund also may enter
  into repurchase agreements  with financial  institutions.   The
  Fund follows certain procedures designed  to minimize the risks
  inherent  in  such   agreements.    These   procedures  include
  effecting  repurchase  transactions  only   with  large,  well-
  capitalized  and well-established  financial institutions whose
  condition will  be continually  monitored by the  Adviser.   In
  addition,   the  value   of  the   collateral  underlying   the
  repurchase agreement  will  always be  at  least equal  to  the
  repurchase price, including any accrued  interest earned on the
  repurchase agreement.   In the event of a default or bankruptcy
  by  a selling  financial  institution, the  Fund  will seek  to
  liquidate  such collateral.   However,  the  exercising of  the
  Fund s  right  to  liquidate  such  collateral  could   involve
  certain costs or delays and,  to the extent that  proceeds from
  any sale  upon a default  of the obligation  to repurchase were
  less than the repurchase price,  the Fund could suffer  a loss.
  It  is  the  current  policy  of  the  Fund  not  to  invest in
  repurchase agreements that  do not mature within  seven days if
  any such  investment, together with  any other illiquid  assets
  held by the Fund,  amounts to more than 10% of the Fund s total
  assets.  The investments of the Fund  in repurchase agreements,
  at  times, may be substantial when, in the view of the Adviser,
  liquidity or other considerations so warrant.

  INVESTMENT RESTRICTIONS

  As stated  above, the Fund  may invest only  in U.S. Government
  Securities  and  in  repurchase  agreements   secured  by  such
  securities,  although the  Fund did  not  invest in  repurchase
  agreements during  1995 and has  no intentions to  do so.   The
  Fund may not invest in any other securities.

  The  Fund may  not  borrow money,  except  that as  a temporary
  measure the  Fund may borrow  money to facilitate  redemptions.
  Such  a borrowing may be in an  amount not to exceed 30% of the
  Fund s  total  assets,  taken  at  current  value  before  such
  borrowing.   The Fund may borrow  only to  accommodate requests
  for  redemption  of  shares of  the  Fund  while  effecting  an
  orderly  liquidation  of portfolio  securities.   Additionally,
  the  Fund  may  not  sell   securities  short,  write  options,
  underwrite securities of  other issuers, purchase or  sell real
  estate, commodities  or commodity contracts,  or loan money  to
  others (except securities  under repurchase  agreements).   The
  Fund may  not purchase a  portfolio security if  a borrowing by
  the Fund is  outstanding.  No  other senior  securities may  be
  issued by the Fund.

  MANAGEMENT OF THE FUND

     


  <PAGE>                         4
<PAGE>






  Trustees and Officers  of the Fund and Officers of the Adviser,
  together  with  information  as  to  their  principal  business
  occupations during  the past five  years, are set forth  below.
  Officers of the Fund do not receive  salaries or other forms of
  compensation from the Fund.   Non-interested Trustees  fees and
  expenses will be paid  by the servicing agent.   Non-interested
  Trustees were  paid an  annual fee  of  $3,000.   For the  year
  ended December 31, 1995, such fees amounted to $16,500.

  *Daniel L. O Connor,  54 - Chairman of the Board, Treasurer and
  Trustee. President, 1974  to 1981.  Partner and Chief Operating
  Officer of the  Adviser.  Address:  1001 Grand  Isle Way,  Palm
  Beach Gardens, Florida 33418.

  *Richard  J. Garvey,  63 -  President  and Trustee.   Executive
  Vice  President, 1974 to 1981. Limited  Partner of the Adviser.
  Address: 4922 Fairmont Avenue, Bethesda, Maryland 20814.

  Patrick F. Noonan,  53 - Trustee.  Chairman and Chief Executive
  Officer of  the Conservation  Fund since  1986. Vice  Chairman,
  American  Farmland  Trust  and  Trustee, American  Conservation
  Association  since  1985.   President,  Conservation Resources,
  Inc.  since 1981.    Address: 11901  Glen Mill  Drive, Potomac,
  Maryland  20854.

  Jeffrey R. Ellis, 51 -  Trustee.  Vice President  of LottoFone,
  a  telephone  lottery  system,  since  1993.    Vice  President
  Shoppers  Express, Inc. through 1992.  Address: 513 Kerry Lane,
  Virginia Beach, Virginia  23451.

  Bruce  C.  Ellis, 51  -  Trustee.   Vice  President, LottoFone,
  Inc.,  a telephone  state  lottery service,  since 1991.   Vice
  President, Shoppers' Express, Inc., 1986-1992.   Address:  7108
  Heathwood Court, Bethesda, Maryland  20817.

  *Rita  A.  Gardner, 52  -  Trustee.    Limited  partner of  the
  Adviser.   Address:  4922  Fairmont Avenue,  Bethesda, Maryland
  20814.

  Michael D. Lange, 54 -  Trustee.  Vice President,  Capital Hill
  Management Corporation since 1967.  Owner of Michael D.  Lange,
  Ltd.,  a   builder  and  developer  since  1980.    Partner  of
  Greatfull Falls,  a building developer,  since 1994.   Address:
  7521 Pepperell Drive, Bethesda, Maryland  20817.

  Leo Seybold,  82 - Trustee.   Retired.   Address: 5804 Rockmere
  Drive, Bethesda, Maryland  20816.  
   
  *Martin  M.  O Connor, 51  -  Vice  President  since  1974.   A
  limited  partner of  the  Adviser since  1979.   Address:  4922
  Fairmont Avenue, Bethesda, Maryland  20814.


  <PAGE>                         5
<PAGE>






  *John R.  Cralle, 56 -  Vice President  since 1978.   A limited
  partner of the Adviser since 1979.  
  Address: 4922 Fairmont Avenue, Bethesda, Maryland  20814.

  *Timothy N.  Coakley, CPA, 28 -  Vice President and Controller.
  Audit Manager Deloitte & Touche LLP until 1994.  Address:  4922
  Fairmont Avenue, Bethesda, Maryland 20814.

  *Stephenie E.  Adams, 27  - Secretary.   Director of Marketing,
  Rushmore Services, Inc.,  from July 1994 to  present.  Regional
  Sales Coordinator, Media  General Cable, from June 1993 to June
  1994.   Graduate  Student, Northwestern  University, M.S., from
  September 1991  to December 1992.   Student, Stephens  College,
  Columbia,  Missouri,  B.S.,  from  August  1987  to  May  1991.
  Address:  4922 Fairmont Avenue, Bethesda, Maryland  20814.

  Daniel L. O Connor and Martin M. O Connor are brothers.

  *   Indicates interested  person as  defined by  the Investment
  Company Act of 1940.

  Certain  Trustees and  Officers of the  Fund are also Directors
  and  Officers  of  Fund  For   Tax-Free  Investors,  Inc.,  The
  Rushmore Fund, Inc., and  American Gas Index Fund,  Inc., other
  investment companies managed by the Adviser.

  PRINCIPAL HOLDERS OF SECURITIES

  On May  15, 1996, there were  542,002,997 shares  of beneficial
  interest of  the Fund outstanding.   No shareholder owned  more
  than  5% of  the  outstanding  shares of  beneficial  interest.
  Officers and Trustees  of the Fund, as  a group, own less  than
  1% of shares outstanding.

  INVESTMENT ADVISORY AND OTHER SERVICES

  The   Fund  is  provided  investment  advisory  and  management
  services by  Money Management Associates (the  "Adviser"), 1001
  Grand Isle  Way,  Palm Beach  Gardens,  Florida   33418.    The
  Adviser  is a  limited partnership  which was  formed under the
  laws  of the District of Columbia on  August 15, 1974.  Certain
  Officers and  Trustees  of the  Fund  are affiliated  with  the
  Adviser.    Under  an  Agreement  (the  "Agreement")  with  the
  Adviser, the  Fund pays a  fee at an  annual rate based on  the
  size of the Fund s net assets as follows:

       0.50% of the first $500 million;
       0.45% of the next $250 million;
       0.40% of the next $250 million; and
       0.35% of the net assets over $1 billion.



  <PAGE>                         6
<PAGE>






  Under the Agreement, the  Adviser will  reimburse the Fund  for
  expenses  (including management fee) but excluding interest and
  extraordinary legal expenses,  which exceed one percent  of the
  average daily net assets per annum.

  Normal expenses  which are borne  by the Fund  include, but are
  not limited to, taxes,  trust fees, interest expenses (if any),
  office expenses,  the costs  incident to  preparing reports  to
  governmental  agencies,  auditing  and  accounting,  the  costs
  incident to providing stock certificates  for shareholders, and
  of  registering  and  redeeming  such  certificates,  custodian
  charges, the expense  of shareholders  and Trustees   meetings,
  data processing, preparation,  printing and distribution of all
  reports and  proxy materials,  legal services  rendered to  the
  Fund, compensation  for those Trustees, Officers  and employees
  of the  Fund who do not also serve  as Officers or employees of
  the Adviser, insurance  coverage for the Fund and  its Trustees
  and Officers,  and its  membership in trade  associations.  The
  Adviser  may, from  time  to  time,  make payments  to  broker-
  dealers and  others for their expenses  in connection  with the
  distribution  of Fund  shares. Although  such  payments may  be
  based  upon  the  number  of  shares  distributed,  it  is  the
  understanding of the  Adviser that  such payments  will be  for
  reimbursement  and  will   not  exceed  the  expenses   of  the
  recipients in arranging  for and administering  distribution of
  Fund shares.   Salaries of  the Trustees of  the Fund, who  are
  not affiliated with the Adviser,  are expenses of the  Fund and
  are  established annually  by  the  Board  of Trustees.    This
  includes a  majority of those  Trustees who are  non-interested
  persons of  the Adviser.   All fees and  expenses are estimated
  and accrued  daily.  For  the years: 1995,  1994 and 1993,  the
  Adviser   earned   $2,787,502,   $2,754,339,  and   $3,228,059,
  respectively in management fees.

  Daniel L. O Connor is the  sole general partner of  the Adviser
  and, as such, exercises control of the Adviser.

  The Agreement  between  the  Adviser  and  the  Fund  was  last
  approved by the shareholders of the  Fund on May 24, 1996 at  a
  special meeting of Fund  shareholders.  The Agreement shall  be
  renewed annually, if  approved by either of two methods: (1) by
  the Board of  Trustees, including approval by a majority of the
  non-interested Trustees  by vote  cast in person  at a  meeting
  called  for  such   purpose;  or  (2)  by  a  majority  of  the
  shareholders of the outstanding voting securities of the Fund.

  The Agreement  may be canceled  by the Fund  without penalty on
  sixty days  notice by the Board  of Trustees of the Fund or  by
  vote of the  holders of a majority  of the Fund's shares.   The
  Agreement may  also be canceled by  the Adviser without penalty
  on  sixty   days   notice.     The  Agreement  will   terminate
  automatically in the event of its assignment.

  <PAGE>                         7
<PAGE>






  Under an Agreement approved by  the Board of Trustees  on March
  1,  1996,  Rushmore  Trust  and   Savings,  FSB  ("RTS"),  4922
  Fairmont  Avenue,  Bethesda  Maryland  20814, a  majority-owned
  subsidiary  of  the  Adviser, acts  as  the  Fund's  custodian,
  transfer  agent,  dividend  disbursing  agent  and  shareholder
  servicing agent.  The Fund pays  RTS an annual fee of 0.25%  of
  the average  daily net assets  of the Fund  for these services.
  The fee  will be  reviewed and  approved annually  by the  non-
  interested  Trustees.    The  Fund  is  subject  to  the  self-
  custodian  rules of  the  Securities and  Exchange  Commission.
  These rules  require that  the custodian  be  subject to  three
  securities verification  examinations  each year  conducted  by
  the Fund's  independent accountants.   Two of the  examinations
  must be performed on an unannounced surprise basis.

  NET ASSET VALUE

  The Fund s net asset value  per share will be determined  as of
  12:00 noon,  Eastern time, on  days when the  Custodian bank is
  open  for  business.     The  net  asset  value  per  share  is
  determined by adding the appraised value  of all securities and
  all other  assets, deducting  liabilities and  dividing by  the
  number  of  shares  outstanding.    The  value  of  the  Fund s
  portfolio  of securities  is determined  on  the basis  of fair
  value as  determined in good faith by the  Fund s Trustees.  In
  determining  fair  value,  the Fund  uses  the  amortized  cost
  method  of valuing the securities  in its portfolio pursuant to
  Rule 2a-7  under  the Investment  Company  Act  of 1940.    The
  Fund s Trustees  continuously review  this method of  valuation
  and recommend  changes which  may be  necessary to assure  that
  the portfolio instruments  of the Fund are valued at their fair
  value.  In  its review, the Trustees  of the Fund consider  the
  relevant  factors which may affect  the value  of the portfolio
  investments,  such   as  maturity,  yield,  stability,  special
  circumstances or trading  markets, and any other  factors which
  they deem pertinent.  Amortized  cost is the purchase  price of
  the security  plus  accumulated  discount or  accrued  interest
  from  the date of purchase.   This method of valuation does not
  take into account unrealized gains or  losses due to short-term
  market  fluctuations and  tends to  stabilize the  price of the
  Fund s shares.   Under Rule 2a-7,  the Fund  will not  purchase
  any  securities with a remaining  maturity of  greater than 397
  days, or maintain a dollar  weighted average portfolio maturity
  in excess of 90 days.  When interest rates decline,  the market
  value of  the  Fund s portfolio  rises;  when rates  rise,  the
  market   value  declines.    To  the  extent  that  the  Fund s
  amortized cost valuation  of its short-term securities  differs
  from  the  actual liquidation  value,  the  price at  which  an
  investor purchases or redeems will correspondingly differ  from
  the per share liquidation value  of the portfolio.   Thus, when
  interest  rates are  declining  and  purchases of  Fund  shares
  exceed redemptions, the  interest of existing investors  may be

  <PAGE>                         8
<PAGE>






  diluted.    When  interest rates  are  rising  and  redemptions
  exceed share purchases, the interest  of existing investors may
  be diluted.   Declining  interest rates  and net redemption  of
  Fund shares or  rising interest rates and new purchases of Fund
  shares may enhance  the interest  of existing investors.   When
  interest rates  are  declining,  the  Fund s  valuation  method
  tends  to understate  the  percentage  rate of  net  investment
  income per share.   When interest rates are rising, the reverse
  is true.  The Board of Trustees  of the Fund believes  that the
  amortized   cost  basis   offers   the  most   consistent   and
  conservative method of valuing short-term investments.

      

  COMPARATIVE PERFORMANCE DATA

  The Fund s  performance may be  compared in advertising to  the
  performance  of other money market  and mutual funds in general
  or  to  the performance  of  particular types  of  money market
  funds, especially those  with similar objectives.   More up-to-
  date performance data may be provided  as it becomes available.
  From time to time, the Fund may  provide information concerning
  general  economic conditions,  financial  trends, analysis  and
  supply comparative  performance and  rankings, with respect  to
  comparable  investments  for  the  same  period,  for unmanaged
  market  indexes  such  as the  Dow  Jones  Industrial  Average,
  Standard &  Poor s 500  IndexTM, Shearson  Lehman Bond  Indexes,
  Merrill  Lynch  Bond  Indexes,  Bond   Buyer  Index,  and  from
  recognized independent  sources such  as Donoghue s Money  Fund
  Report,   Donoghue  Money  Letter,  Bank  Rate  Monitor,  Money
  Magazine, Forbes,  Lipper, Standard  & Poor s Corporation,  CDA
  Investment Technologies, Inc. ("CDA"), Wiesenberger  Investment
  Companies Service, Mutual Fund Values, Mutual  Fund Forecaster,
  Mutual  Fund  Sourcebook, Fortune,  Business  Week, Kiplinger s
  Personal  Finance,  Wall Street  Journal,  Investor s  Business
  Daily and  Schabacker Investment Management, Inc.   Comparisons
  may also  be made to  Consumer Price Index,  rate of inflation,
  bank  money market  rates, rates  of  certificates of  deposit,
  Treasury Bills and Treasury Bond rates and yields. 

  CALCULATION OF YIELD QUOTATIONS

  The  Fund s annualized  current yield,  as may  be  quoted from
  time  to time  in advertisements  and  other communications  to
  shareholders   and   potential   investors,   is  computed   by
  determining, for  a stated  seven-day period,  the net  change,
  exclusive  of  capital  changes  and  including  the  value  of
  additional shares  purchased with dividends  and any  dividends
  declared therefrom  (which reflect  deductions of  all expenses
  of  the Fund  such  as  management fees),  in  the  value of  a
  hypothetical  pre-existing  account  having  a  balance of  one
  share  at  the  beginning  of  the  period,  and  dividing  the

  <PAGE>                         9
<PAGE>






  difference  by the value of the account at the beginning of the
  base  period  to  obtain  the  base  period  return,  and  then
  multiplying the base period return by (365/7).

  The Fund s annualized  effective yield,  as may be  quoted from
  time  to time  in advertisements  and  other communications  to
  shareholders  and   potential   investors,   is   computed   by
  determining  (for  the  same stated  seven-day  period  as  the
  current yield),  the net change,  exclusive of capital  changes
  and including  the value  of additional  shares purchased  with
  dividends and any  dividends declared therefrom  (which reflect
  deductions  of all  expenses  of the  Fund  such as  management
  fees),  in the  value of  a  hypothetical pre-existing  account
  having a  balance of one share at the  beginning of the period,
  and dividing the difference by the value  of the account at the
  beginning of the  base period to obtain the base period return,
  and  then  compounding the  base  period  return by  adding  1,
  raising the  sum to  a power  equal to  365 divided  by 7,  and
  subtracting 1 from the result.

  The yields quoted  in any advertisement or  other communication
  should not be  considered a representation of the yields of the
  Fund in  the  future since  the  yield is  not fixed.    Actual
  yields  will   depend  not  only  on  the  type,  quality,  and
  maturities of the investments held  by the Fund and  changes in
  interest rates on  such investments, but also on changes in the
  Fund s expenses during the period.

  Yield information  may be useful  in reviewing the  performance
  of  the Fund  and  for providing  a  basis for  comparison with
  other investment  alternatives.  However, unlike  bank deposits
  or other  investments which typically  pay a fixed  yield for a
  stated period of time, the Fund s yield fluctuates.

  AUDITORS AND FINANCIAL STATEMENTS

  Deloitte   &   Touche   LLP,   independent   certified   public
  accountants,  are  the  auditors  of   the  Fund.    The   Fund
  incorporates  by  reference  in  this  statement  of additional
  information  the  financial statements  and notes  contained in
  its annual  report  to  the  shareholders for  the  year  ended
  December 31, 1995.











  <PAGE>                         10
<PAGE>









  --------------------------------------------------------------
       [LOGO OF FUND FOR GOVERNMENT INVESTORS, INC. APPEARS
  HERE]
                                A MONEY MARKET FUND
                                   ANNUAL REPORT
                                 December 31, 1995
  --------------------------------------------------------------
   
  Dear Shareholders:
   
       Fund for Government Investors, Inc. ended the year with
  net assets of $577.2 million on December 31, 1995, an increase
  of $53 million for the year.  Net income averaged 4.93% of net
  assets for the year.

       After the Federal Reserve raised interest rates for more
  than a year, the economy started to show signs of slowing in
  1995. The slowing economy prompted the Federal Reserve to
  reverse its course and reduce short-term rates in July by 25
  basis points and again in December by an additional 25 basis
  points. This reduction in short-term rates brought the Federal
  funds' rate down to 5.50%.

       The near term outlook continues to look sluggish with no
  recession anticipated in 1996. With low inflation and
  continued slow growth, expectations are that the Federal
  Reserve will again lower interest rates in 1996. Also during
  the year, we expect the Administration and Congress to reach a
  balanced budget agreement which should bode well for the
  economy.

       Going forward, Fund for Government Investors, Inc. will
  continue its conservative investment philosophy, and as
  always, safety of assets will be our primary concern. Thank
  you for your continued support.


  /s/ Daniel L. O'Connor                 /s/ Richard J. Garvey  

  ------------------------            --------------------------
  Daniel L. O'Connor                     Richard J. Garvey 
  Chairman of the Board                  President        
                                              
   




    4922 Fairmont Avenue Bethesda, Maryland 20814 800-621-7874
  301-657-1517
<PAGE>






                FUND FOR GOVERNMENT INVESTORS, INC.
                      STATEMENT OF NET ASSETS

                         December 31, 1995

  <TABLE>
  <CAPTION>
                                      YIELD AT
  PAYABLE AT      MATURITY            DATE OF         VALUE
   MATURITY        DATE               PURCHASE (%)    (NOTE 1)
  <S>               <C>                 <C>             <C>
  ----------------------------------------------------------------
  ----------------------------------------------------------------
  UNITED STATES TREASURY BILLS

  $ 25,000,000    January 4, 1996       5.47          $ 24,988,916
    50,000,000    January 11, 1996      5.44            49,926,528
    50,000,000    January 18, 1996      5.42            49,875,510
    50,000,000    February 1, 1996      5.40            49,773,743
    75,000,000    February 8, 1996      5.49            74,577,118
    75,000,000    February 15, 1996     5.56            74,492,812
    50,000,000    February 22, 1996     5.49            49,614,333
    25,000,000    February 29, 1996     5.46            24,782,233
    50,000,000    March 7, 1996         5.30            49,527,000
    50,000,000    March 14, 1996        5.31            49,475,819
    25,000,000    March 21, 1996        5.16            24,721,111
    25,000,000    March 28, 1996        4.94            24,709,396
    23,000,000    December 12, 1996     5.20            21,919,040
  ------------                                        ------------

  $573,000,000      Total Investments -- 98.47%
  ============      (Cost $568,383,559*)               568,383,559

                    Other Assets Less
                    less Liabilities -- 1.53%            8,810,872
                                                      ------------

                    Net Assets -- 100.0%              $577,194,431
                                                      ============

                    Net Asset value per share
                    (Based on 577,194,431
                    shares outstanding)                      $1.00
                                                             =====
  </TABLE>
                *Same cost is used for Federal income tax purposes.

                  Weighted Average Maturity of Portfolio: 57 Days

                         See Notes to Financial Statements.



  <PAGE>                         2
<PAGE>






                              STATEMENT OF OPERATIONS

                        For the Year Ended December 31, 1995


  <TABLE>
  <CAPTION>

  <S>                                          <C>            <C>
  NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS:

  INVESTMENT INCOME (Note 1)                                  $31,976,884

  EXPENSES
       Investment Advisory Fee (Note 2)        $2,787,502
       Administrative Fee (Note 2)              1,409,761       4,197,263
                                               ----------     -----------

  NET INVESTMENT INCOME                                       $27,779,621
                                                              ===========

  </TABLE>

                         See Notes to Financial Statements.




























  <PAGE>                         3
<PAGE>






                        STATEMENTS OF CHANGES IN NET ASSETS


  <TABLE>
  <CAPTION>

                                            For the Year Ended
                                               December 31,
                                      ---------------------------------
                                                1995              1994 
                                      --------------     ------------- 
  <S>                                         <C>                <C>   
  NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS
  AND DECLARED AS DIVIDENDS TO
  SHAREHOLDERS (Note 1)               $   27,779,621    $   18,389,220 
                                      ==============     ============= 

  FROM SHARE TRANSACTIONS
  (at constant net asset value of $1)

    Shares Purchased                  $2,611,795,994    $2,391,380,226 
    Dividends Reinvested                  26,793,106        17,600,081 
                                     ---------------    -------------- 

    Total                              2,638,589,100     2,408,980,307 
    Shares Redeemed                   (2,585,548,223)   (2,485,592,551)
                                     ---------------    -------------- 

    Increase (Decrease)
      in Net Assets                       53,040,877       (76,612,244)

  NET ASSETS - Beginning of Year         524,153,554       600,765,798 
                                     ---------------    -------------- 

  NET ASSETS - End of Year            $  577,194,431    $  524,153,554 
                                     ===============    ============== 



  </TABLE>


                         See Notes to Financial Statements.









  <PAGE>                         4
<PAGE>






                                FINANCIAL HIGHLIGHTS


  <TABLE>
  <CAPTION
                                               For the Year Ended December 31,
                                                1995         1994         1993 
  <S>                                            <C>          <C>          <C> 
                                              ------       ------       ------ 

  Per Share Operating Performance:             $1.00        $1.00        $1.00 
    Net Asset Value - Beginning of Year       ------       ------       ------ 

    Net Investment Income                      0.049        0.033        0.023 
    Net Realized and Unrealized Gains
      on Securities                               --           --           -- 
                                              ------       ------       ------ 

    Net Increase in Net Asset Value
      Resulting from Operations                0.049        0.033        0.023 
    Dividends to Shareholders                 (0.049)      (0.033)      (0.023)
    Distributions to Shareholders from
      Net Realized Capital Gains                  --           --           -- 
                                              ------       ------       ------ 
    Net Increase in Net Asset Value             0.00         0.00         0.00 
                                              ------       ------       ------ 
    Net Asset Value - End of Year              $1.00        $1.00        $1.00 
                                              ======       ======       ====== 

  Total Investment Return                       5.04%        3.38%        2.37%

  Ratios to Average Net Assets:
    Expenses                                    0.74%        0.75%        0.75%
    Net Investment Income                       4.93%        3.31%        2.32%

  Supplementary Data:
    Portfolio Turnover Rate                       --           --           -- 
    Number of Shares Outstanding at
      End of Year (000's omitted)            577,194      524,154      600,766 


                         See Notes to Financial Statements.











  <PAGE>                         5
<PAGE>






                                             For the Year Ended December 31,
                                                    1992           1991 
                                                  ------         ------ 


  Per Share Operating Performance:                 $1.00          $1.00 
    Net Asset Value - Beginning of Year           ------         ------ 

    Net Investment Income                          0.030          0.053 
    Net Realized and Unrealized Gains
      on Securities                                   --             -- 
                                                  ------         ------ 

    Net Increase in Net Asset Value
      Resulting from Operations                    0.030          0.053 
    Dividends to Shareholders                     (0.030)        (0.053)
    Distributions to Shareholders from
      Net Realized Capital Gains                     --              -- 
                                                  ------         ------ 
    Net Increase in Net Asset Value                 0.00           0.00 
                                                  ------         ------ 
    Net Asset Value - End of Year                  $1.00          $1.00 
                                                  ======         ====== 

  Total Investment Return                           3.02%          5.38%

  Ratios to Average Net Assets:
    Expenses                                        0.71%          0.69%
    Net Investment Income                           3.00%          5.29%

  Supplementary Data:
    Portfolio Turnover Rate                           --             -- 
    Number of Shares Outstanding at
      End of Year (000's omitted)                751,925        796,655 


  </TABLE>

                         See Notes to Financial Statements.














  <PAGE>                         6
<PAGE>






                   NOTES TO FINANCIAL STATEMENTS

                         December 31, 1995

  1.   SIGNIFICANT ACCOUNTING POLICIES

  Fund for Government Investors, Inc. is registered with the
  Securities and Exchange Commission under the Investment
  Company Act of 1940 and invests only in U.S. Government
  Securities. The following is a summary of significant
  accounting policies which the Fund consistently follows:
   
       (a)  Investments are valued at amortized cost, which
            approximates market value. Amortized cost is the
            purchase price of the security plus accumulated
            discount or minus amortized premium from the date of
            purchase.
   
       (b)  Investment income is recorded as earned.

       (c)  Net investment income is computed, and dividends are
            declared daily.  Dividends are paid monthly and
            reinvested in additional shares unless shareholders
            request payment.

       (d)  The Fund complies with the provisions of the
            Internal Revenue Code applicable to regulated
            investment companies and distributes all net
            investment income to its shareholders. Therefore, no
            Federal income tax provision is required.

  2.   INVESTMENT ADVISER AND SHAREHOLDER SERVICING AGENT
   
  Investment advisory and management services are provided by
  Money Management Associates under an agreement whereby the
  Fund pays a fee at an annual rate based on the Fund's net
  assets as follows: 0.50% of the first $500 million; 0.45% of
  the next $250 million; 0.40% of the next $250 million; and
  0.35% of the net assets that exceed $1 billion. Certain
  Officers and Directors of the Fund are affiliated with Money
  Management Associates.

  Rushmore Trust and Savings, FSB, a majority-owned subsidiary
  of Money Management Associates, provides custodial services,
  transfer agency, dividend disbursing and other shareholder
  services to the Fund. Rushmore Trust is paid an administrative
  fee of 0.25% of average net assets to cover the cost of these
  services as well as other expenses of the Fund except for
  interest and extraordinary legal expenses.




  <PAGE>                         7
<PAGE>






                    INDEPENDENT AUDITORS' REPORT



  The Shareholders and Board of Directors
  of Fund for Government Investors, Inc.:

       We have audited the statement of net assets of Fund for
  Government Investors, Inc. (the Fund) as of December 31, 1995,
  the related statements of operations for the year then ended
  and of changes in net assets for the years ended December 31,
  1995 and 1994, and the financial highlights for each of the
  five years in the period ended December 31, 1995. These
  financial statements and financial highlights are the
  responsibility of the Fund'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 at
  December 31, 1995 by correspondence with the custodian. An
  audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as
  evaluating the overall financial statement presentation. We
  believe that our audits provide a reasonable basis for our
  opinion.

       In our opinion, such financial statements and financial
  highlights present fairly, in all material respects, the net
  assets of Fund for Government Investors, Inc. at December 31,
  1995, the results of its operations, the changes in its net
  assets, and the financial highlights for the respective stated
  periods in conformity with generally accepted accounting
  principles .



  DELOITTE & TOUCHE LLP
  Washington, D.C.
  January 30, 1996







  <PAGE>                         8
<PAGE>






                                                             FUND
                                                              FOR
                                                       GOVERNMENT
                                                        INVESTORS
  --------------------------------------------------------------
                                                    ANNUAL REPORT
                                                December 31, 1995







   
                                  [LOGO OF RUSHMORE APPEARS HERE]





































  <PAGE>                          
<PAGE>































                               PART C



























  <PAGE>                          
<PAGE>






                               PART C

                         OTHER INFORMATION
                   Fund For Government Investors

      


  ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

       a.   Financial   statements:      The  following   audited
            financial  statements  are incorporated  by reference
            in  Part   B   of   this   registration   statement's
            amendment:

                 Statement  of  Net  Assets  as  of December  31,
                 1995;
                 Statement  of  Operations  for  the  year  ended
                 December 31, 1995;
                 Statements  of  Changes in  Net  Assets  for the
                 years ended December 31, 1995 and 1994; and
                 Financial Highlights for each of  the five years
                 in the period ended December 31, 1995.


       b.   Exhibits:
     
            (1)  Declaration of Trust.1/
            (2)  Bylaws of Registrant.1/
            (3)  Voting Trust Agreement.2/
            (4)  Specimen Share Certificate.2/
            (5)  Management  Contract   between  Registrant   and
                 Money Management Associates.1/
            (6)  Form of Underwriting Agreement.2/
            (7)  Bonus, Profit Sharing or Pension Plans.2/
            (8)  Custody  and Administrative  Services  Agreement
                 between   Registrant  and   Rushmore  Trust  and
                 Savings, FSB.1/
            (9)  Other material contracts.2/
            (10) Opinion  of  Barham, Radigan,  Suiters  & Brown,
                 P.C.,  regarding  the  legality  of   securities
                 being registered.3/
            (11) Consent  of Deloitte  & Touche  LLP, independent
                 public accountants for Registrant.1/
            (12) Financial Statements omitted from Item 23.2/
            (13) Copies  of  any  agreements  or   understandings
                 concerning initial capital.2/
            (14) Copies   of   the  model   plan   used   in  the
                 establishment   of   any   retirement  plan   in
                 conjunction  with  which  Registrant offers  its
                 securities.2/
            (15) Form of Rule 12b-1 Distribution Plan.2/

  <PAGE>                          
<PAGE>






            (16) Schedule   for   computation    of   performance
                 quotations.1/
            (17) Financial Data Schedule.1/
            (18) Copies  of any plan  entered into  by Registrant
                 pursuant to Rule 18f-3.2/
      

   1/   Filed herewith.
   
    2/   None.
   
    3/   Incorporated    by    reference   to    the   Registrant's
       Registration Statement  on  Form  N-1A,  previously  filed
       with the Securities  and Exchange Commission on  March 31,
       1995 (Registration Nos. 2-52552 and 811-2539).


  ITEM 25.  PERSONS  CONTROLLED BY OR  UNDER COMMON  CONTROL WITH
            REGISTRANT

            None.

  ITEM 26.  NUMBER OF HOLDERS OF SECURITIES

     
                                     Number of Shareholders
                                           of Record at
       Title of Class                      May 15, 1996    

       Shares of Beneficial 
       Interest, no par value             11,984


  ITEM 27.  INDEMNIFICATION

       The Registrant is  organized as a Delaware  business trust
       and  is operated pursuant to a Declaration of Trust, dated
       January  25,  1996  (the  "Declaration  of  Trust"),  that
       permits  the  Registrant  to  indemnify  its  Trustees and
       officers    under    certain    circumstances.        This
       indemnification  is permitted  pursuant  to Delaware  Code
       Annotated, Title 12, Section 3817.  Such  indemnification,
       however,  is subject  to the  limitations  imposed by  the
       Securities Act  of 1933,  as amended,  and the  Investment
       Company Act  of  1940, as  amended.   The  Declaration  of
       Trust  of   the  Registrant  provides  that  officers  and
       Trustees  of the  Trust shall be  indemnified by  the Fund
       against   liabilities   and   expenses   of   defense   in
       proceedings against them by  reason of the fact that  they
       each serve as an  officer or Trustee of the Fund  or as an
       officer or  trustee of another  entity at  the request  of


  <PAGE>                        C-2
<PAGE>






       the  entity.    This indemnification  is  subject  to  the
       following conditions:

       (a)  no  Trustee or  officer  is  indemnified against  any
            liability to the  Fund or its security  holders which
            was  the  result  of  any  willful  misfeasance,  bad
            faith,  gross  negligence, or  reckless  disregard of
            his duties; 

       (b)  officers  and   Trustees  are  indemnified  only  for
            actions taken  in good faith  which the officers  and
            Trustees believed were in or not  opposed to the best
            interests of the Fund; and

       (c)  expenses  of any suit or  proceeding will  be paid in
            advance only if the  persons who will benefit by such
            advance undertake to repay the  expenses unless it is
            subsequently determined  that  they are  entitled  to
            indemnification.

       Insofar as  indemnification  for liability  arising  under
       the Securities Act of  1933, as amended (the "1933  Act"),
       may  be permitted  to  directors, trustees,  officers, and
       controlling  persons of  the  Registrant pursuant  to  the
       foregoing  provisions,  or otherwise,  the  Registrant has
       been advised  that, in the  opinion of the Securities  and
       Exchange  Commission,  such  indemnification  is   against
       public  policy   as  expressed  in   the  1933  Act   and,
       therefore, is  unenforceable.  In the  event that  a claim
       for  indemnification against such  liabilities (other than
       the  payment by  the Registrant  of  expenses incurred  or
       paid  by  a  director,  trustee,  officer,  or controlling
       person of  the Registrant in the successful defense of any
       action,  suit,   or  proceeding)  is   asserted  by   such
       director,  trustee,  officer,  or  controlling  person  in
       connection  with  the  securities  being  registered,  the
       Registrant, unless  in  the  opinion of  the  Registrant s
       counsel  the  matter  has  been   settled  by  controlling
       precedent,   will  submit  to   a  court   of  appropriate
       jurisdiction the  question whether such indemnification by
       the Registrant  is against public  policy as expressed  in
       the   1933  Act  and  will   be  governed   by  the  final
       adjudication of such issue.
      

  ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

       Money Management Associates  ("MMA"), 1001 Grand Isle Way,
       Palm  Beach Gardens, Florida  33418, a limited partnership
       organized under the  laws of  the District of  Columbia on
       August 15,  1974, has one general partner and five limited
       partners.   Daniel L. O'Connor is  the general partner and

  <PAGE>                        C-3
<PAGE>






       sole  employee  of  MMA.    Limited  partners  Richard  J.
       Garvey, Martin M. O'Connor, Rita  A. Gardner, and John  R.
       Cralle,  are  full-time  employees  of Rushmore  Services,
       Inc.  ("RSI"),  a  subsidiary of  MMA,  at  4922  Fairmont
       Avenue,  Bethesda,   Maryland  20814.     Limited  partner
       William L. Major is a retired employee of RSI.

       MMA also serves as the investment  adviser to The Rushmore
       Fund,   Inc.,  Fund  For  Tax-Free  Investors,  Inc.,  and
       American Gas  Index Fund,  Inc., all regulated  investment
       companies since their inception.

  ITEM 29.  PRINCIPAL UNDERWRITERS

       Not applicable.

  ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

       The  physical  location  for  all  accounts,   books,  and
       records  required  to   be  maintained  and  preserved  by
       Section 31(a)  of the Investment  Company Act of 1940,  as
       amended, and  Rules 31a-1  and 31a-2  thereunder, is  4922
       Fairmont Avenue, Bethesda, Maryland 20814.  

  ITEM 31.  MANAGEMENT SERVICES

       Not Applicable.

  ITEM 32.  UNDERTAKINGS

       (a)  The Registrant  undertakes that,  if requested to  do
            so by the  holders of at least 10% of its outstanding
            shares  of  the  Fund, the  Registrant  will  call  a
            meeting of shareholders  of the Fund for  the purpose
            of  voting upon  the  question of  the  removal of  a
            trustee or trustees  of the Registrant and  to assist
            in   communications   with   other  shareholders   as
            required by  Section 16(c) of the  Investment Company
            Act of 1940, as amended.

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









  <PAGE>                        C-4
<PAGE>






                             SIGNATURES

  Pursuant to the  requirements of the Securities Act of 1933, as
  amended,  and the  Investment Company Act  of 1940, as amended,
  the Registrant certifies that it meets all of the  requirements
  for effectiveness  of this Registration  Statement pursuant  to
  Rule  485(b) under  the  Securities Act  of  1933 and  has duly
  caused this Registration  Statement to be signed on  its behalf
  by the  undersigned, thereto  duly authorized,  in the  City of
  Bethesda  and the  State of Maryland,  on the 29th  day of May,
  1996.

                           Registrant:

                           FUND FOR GOVERNMENT INVESTORS 

                           By:  /s/ Daniel L. O'Connor           
                               Daniel L. O'Connor
                               Chairman of the Board

  As required by  the Securities Act  of 1933,  as amended,  this
  Registration Statement has  been signed below by  the following
  persons in the capacities and on the dates indicated.
   Signature                Title              Date

   /s/ Daniel L. O'Connor   Chairman of the    May 29, 1996
   Daniel L. O'Connor       Board, Treasurer,
                            Trustee
   /s/ Richard J. Garvey    President, Trustee May 29, 1996
   Richard J. Garvey

   /s/ Timothy N. Coakley   Vice President,    May 29, 1996
   Timothy N. Coakley       Controller

   /s/ Bruce C. Ellis       Trustee            May 29, 1996
   Rita A. Gardner
   /s/ Jeffrey R. Ellis     Trustee            May 29, 1996
   Jeffrey R. Ellis  

   /s/ Rita A. Gardner      Trustee            May 29, 1996
   Rita A. Gardner
   /s/ Michael D.Lange      Trustee            May 29, 1996
   Michael D. Lange   

   /s/ Patrick F. Noonan    Trustee            May 29, 1996
   Patrick F. Noonan

   /s/ Leo Seybold          Trustee            May 29, 1996
   Leo Seybold      




  <PAGE>                        S-1
<PAGE>






                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams,  and each of them, his or  her true and
  lawful  attorney-in-fact   and  agent,  with   full  power   of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities as a Director of Fund for Government  Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all  Registration  Statements  (including any
  post-effective  amendments  to  Registration Statements)  under
  the Securities Act of  1933, as amended, and/or the  Investment
  Company Act  of 1940,  as amended, filed  by the  Fund and  any
  amendments  and supplements  thereto,  and other  documents  in
  connection  therewith, and to file the  same, with all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S. Securities  and Exchange  Commission,  granting unto  said
  attorney-in-fact and agent, and  each of  them, full power  and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as fully  as to all intents and purposes as  he or she might or
  could do in  person, hereby  ratifying and confirming  all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do  or cause to be done by  virtue hereof.  This power
  of  attorney hereby  revokes  any and  all  powers of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Bruce C. Ellis




















  <PAGE>                          
<PAGE>






                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams,  and each of them, his or  her true and
  lawful  attorney-in-fact   and  agent,  with   full  power   of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities as a Director of Fund for Government  Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all  Registration  Statements  (including any
  post-effective  amendments  to  Registration Statements)  under
  the Securities Act of  1933, as amended, and/or the  Investment
  Company Act  of 1940,  as amended, filed  by the  Fund and  any
  amendments  and supplements  thereto,  and other  documents  in
  connection  therewith, and to file the  same, with all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S. Securities  and Exchange  Commission,  granting unto  said
  attorney-in-fact and agent, and  each of  them, full power  and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as fully  as to all intents and purposes as  he or she might or
  could do in  person, hereby  ratifying and confirming  all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do  or cause to be done by  virtue hereof.  This power
  of  attorney hereby  revokes  any and  all  powers of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Michael D. Lange




















  <PAGE>                          
<PAGE>






                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams,  and each of them, his or  her true and
  lawful  attorney-in-fact   and  agent,  with   full  power   of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities as a Director of Fund for Government  Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all  Registration  Statements  (including any
  post-effective  amendments  to  Registration Statements)  under
  the Securities Act of  1933, as amended, and/or the  Investment
  Company Act  of 1940,  as amended, filed  by the  Fund and  any
  amendments  and supplements  thereto,  and other  documents  in
  connection  therewith, and to file the  same, with all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S. Securities  and Exchange  Commission,  granting unto  said
  attorney-in-fact and agent, and  each of  them, full power  and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as fully  as to all intents and purposes as  he or she might or
  could do in  person, hereby  ratifying and confirming  all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do  or cause to be done by  virtue hereof.  This power
  of  attorney hereby  revokes  any and  all  powers of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Jeffrey R. Ellis




















  <PAGE>                          
<PAGE>







                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams, and each  of them, his or her true  and
  lawful  attorney-in-fact   and  agent,   with  full   power  of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities  as a Director of Fund for Government Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all Registration  Statements  (including  any
  post-effective  amendments  to  Registration Statements)  under
  the Securities  Act of 1933, as  amended, and/or the Investment
  Company Act  of 1940,  as amended,  filed by the  Fund and  any
  amendments and  supplements  thereto,  and other  documents  in
  connection therewith, and  to file the same, with  all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S.  Securities  and Exchange  Commission, granting  unto said
  attorney-in-fact and  agent, and each of  them, full  power and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as  fully as to all intents and  purposes as he or she might or
  could  do in person, hereby  ratifying and  confirming all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do or cause  to be done by virtue hereof.   This power
  of attorney  hereby  revokes any  and  all powers  of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Daniel L. O'Connor



















  <PAGE>                          
<PAGE>






                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams,  and each of them, his or  her true and
  lawful  attorney-in-fact   and  agent,  with   full  power   of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities as a Director of Fund for Government  Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all  Registration  Statements  (including any
  post-effective  amendments  to  Registration Statements)  under
  the Securities Act of  1933, as amended, and/or the  Investment
  Company Act  of 1940,  as amended, filed  by the  Fund and  any
  amendments  and supplements  thereto,  and other  documents  in
  connection  therewith, and to file the  same, with all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S. Securities  and Exchange  Commission,  granting unto  said
  attorney-in-fact and agent, and  each of  them, full power  and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as fully  as to all intents and purposes as  he or she might or
  could do in  person, hereby  ratifying and confirming  all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do  or cause to be done by  virtue hereof.  This power
  of  attorney hereby  revokes  any and  all  powers of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Patrick F. Noonan




















  <PAGE>                          
<PAGE>






                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams,  and each of them, his or  her true and
  lawful  attorney-in-fact   and  agent,  with   full  power   of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities as a Director of Fund for Government  Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all  Registration  Statements  (including any
  post-effective  amendments  to  Registration Statements)  under
  the Securities Act of  1933, as amended, and/or the  Investment
  Company Act  of 1940,  as amended, filed  by the  Fund and  any
  amendments  and supplements  thereto,  and other  documents  in
  connection  therewith, and to file the  same, with all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S. Securities  and Exchange  Commission,  granting unto  said
  attorney-in-fact and agent, and  each of  them, full power  and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as fully  as to all intents and purposes as  he or she might or
  could do in  person, hereby  ratifying and confirming  all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do  or cause to be done by  virtue hereof.  This power
  of  attorney hereby  revokes  any and  all  powers of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Leo Seybold




















  <PAGE>                          
<PAGE>






                         POWER OF ATTORNEY

  KNOW  ALL   MEN  BY  THESE   PRESENTS,  that  the   undersigned
  constitutes and  appoints Richard  J. Garvey,  John R.  Cralle,
  and Stephenie E. Adams,  and each of them, his or  her true and
  lawful  attorney-in-fact   and  agent,  with   full  power   of
  substitution and resubstitution, for him  or her and in  his or
  her  name,  place,  and  stead,  in  and  all  of  his  or  her
  capacities as a Director of Fund for Government  Investors (the
  "Fund"),  a Delaware  business  trust, to  sign  on his  or her
  behalf  any  and  all  Registration  Statements  (including any
  post-effective  amendments  to  Registration Statements)  under
  the Securities Act of  1933, as amended, and/or the  Investment
  Company Act  of 1940,  as amended, filed  by the  Fund and  any
  amendments  and supplements  thereto,  and other  documents  in
  connection  therewith, and to file the  same, with all exhibits
  thereto, and other documents in  connection therewith, with the
  U.S. Securities  and Exchange  Commission,  granting unto  said
  attorney-in-fact and agent, and  each of  them, full power  and
  authority to  do  and perform  each  and  every act  and  thing
  requisite and necessary to be  done in and about  the premises,
  as fully  as to all intents and purposes as  he or she might or
  could do in  person, hereby  ratifying and confirming  all that
  said  attorney-in-fact  and  agent,  and   each  of  them,  may
  lawfully do  or cause to be done by  virtue hereof.  This power
  of  attorney hereby  revokes  any and  all  powers of  attorney
  previously granted  by the undersigned  in connection with  the
  aforementioned matters.

  DATED this 25th day of April, 1996.


                                /s/ Richard J. Garvey




















  <PAGE>                          
<PAGE>


































                             EXHIBIT 1

                        Declaration of Trust
<PAGE>





























                   FUND FOR GOVERNMENT INVESTORS

                        DECLARATION OF TRUST

                       DATED JANUARY 25, 1996

























  <PAGE>
<PAGE>






                         TABLE OF CONTENTS


                                                             Page
  ARTICLE I - NAME AND DEFINITIONS

       Section 1.01. Name . . . . . . . . . . . . . . . . . .   1
       Section 1.02. Definitions  . . . . . . . . . . . . . .   1

  ARTICLE II - BENEFICIAL INTEREST

       Section 2.01. Shares of Beneficial Interest  . . . . .   2
       Section 2.02. Issuance of Shares . . . . . . . . . . .   3
       Section 2.03. Register of Shares and Share Certificates  3
       Section 2.04. Transfer of Shares . . . . . . . . . . .   4
       Section 2.05. Treasury Shares  . . . . . . . . . . . .   4
       Section 2.06. Establishment of Series  . . . . . . . .   4
       Section 2.07. Investment in the Trust  . . . . . . . .   4
       Section 2.08. Assets and Liabilities of Series . . . .   5
       Section 2.09. No Preemptive Rights . . . . . . . . . .   5
       Section 2.10. Personal Liability of Shareholders . . .   5
       Section 2.11. Assent to Trust Instrument . . . . . . .   6
       Section 2.12. Redemption of Shares . . . . . . . . . .   6

  ARTICLE III - THE TRUSTEES

       Section 3.01. Management of the Trust  . . . . . . . .   6
       Section 3.02. Initial Trustees . . . . . . . . . . . .   7
       Section 3.03. Term of Office of Trustees . . . . . . .   7
       Section 3.04. Vacancies and Appointment of Trustees  .   7
       Section 3.05. Temporary Absence of Trustee . . . . . .   8
       Section 3.06. Number of Trustees . . . . . . . . . . .   8
       Section 3.07.  Effect of  Death, Resignation,  Etc., of  a
  Trustee . . . . . . . . . . . . . . . . . . . . . . . . . .   8
       Section 3.08. Ownership of Assets of the Trust . . . .   8

  ARTICLE IV - POWERS OF THE TRUSTEES

       Section 4.01. Powers . . . . . . . . . . . . . . . . .   8
       Section 4.02. Issuance and Repurchase of Shares  . . .  11
       Section 4.03. Trustees and Officers as Shareholders  .  12
       Section 4.04. Action by the Trustees . . . . . . . . .  12
       Section 4.05. Chairman of the Trustees . . . . . . . .  12
       Section 4.06. Principal Transactions . . . . . . . . .  12

  ARTICLE V - EXPENSES OF THE TRUST

       Section 5.01. Trustee Reimbursement  . . . . . . . . .  13

  ARTICLE VI - INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER,
  AND TRANSFER AGENT


  <PAGE>
<PAGE>






       Section 6.01. Investment Advisor . . . . . . . . . . .  13
       Section 6.02. Principal Underwriter  . . . . . . . . .  14
       Section 6.03. Transfer Agent . . . . . . . . . . . . .  14
       Section 6.04. Parties to Contract  . . . . . . . . . .  14
       Section 6.05. Provisions and Amendments  . . . . . . .  14

  ARTICLE VII - SHAREHOLDERS' VOTING POWERS AND MEETINGS

       Section 7.01. Voting Powers  . . . . . . . . . . . . .  15
       Section 7.02. Meetings . . . . . . . . . . . . . . . .  15
       Section 7.03. Quorum and Required Vote . . . . . . . .  16

  ARTICLE VIII - CUSTODIAN

       Section 8.01. Appointment and Duties . . . . . . . . .  16
       Section 8.02. Central Certificate System . . . . . . .  17

  ARTICLE IX - DISTRIBUTIONS AND REDEMPTIONS

       Section 9.01. Distributions  . . . . . . . . . . . . .  18
       Section 9.02. Redemptions  . . . . . . . . . . . . . .  18
       Section 9.03. Determination of Net Asset Value and 
                 Valuation of Portfolio Assets  . . . . . . .  18
       Section 9.04. Suspension of the Right of Redemption  .  19
       Section 9.05. Redemption of  Shares in Order to Qualify as

                 Regulated Investment Company . . . . . . . .  19

  ARTICLE X - LIMITATION OF LIABILITY AND INDEMNIFICATION

       Section 10.01. Limitation of Liability . . . . . . . .  20
       Section 10.02. Indemnification . . . . . . . . . . . .  20
       Section 10.03. Shareholders  . . . . . . . . . . . . .  22

  ARTICLE XI - MISCELLANEOUS

       Section 11.01. Trust Not a Partnership . . . . . . . .  22
       Section  11.02.   Trustee's  Good  Faith   Action;  Expert
  Advice; 
                  No Bond or Surety . . . . . . . . . . . . .  22
       Section 11.03. Establishment of Record Dates . . . . .  22
       Section 11.04. Termination of Trust  . . . . . . . . .  23
       Section 11.05. Reorganization  . . . . . . . . . . . .  24
       Section 11.06. Filing of Copies; References; Headings   24
       Section 11.07. Applicable Law  . . . . . . . . . . . .  24
       Section 11.08 Amendments . . . . . . . . . . . . . . .  25
       Section 11.09 Fiscal Year  . . . . . . . . . . . . . .  25
       Section 11.10. Provisions in Conflict With Law . . . .  25





  <PAGE>
<PAGE>






                   FUND FOR GOVERNMENT INVESTORS


                        DECLARATION OF TRUST

                       Dated January 25, 1996


       DECLARATION OF  TRUST  (herein after  "Trust  Instrument")
  made January 25, 1996, by  Daniel L. O'Connor, Bruce  C. Ellis,
  Jeffrey R. Ellis, Rita A.  Gardner, Richard J. Garvey,  Michael
  D. Lange, Patrick F. Noonan, and Leo Seybold (the "Trustees").

       WHEREAS,  the  Trustees  desire  to establish  a  business
  trust for the investment and  reinvestment of funds contributed
  thereto;

       NOW, THEREFORE,  the Trustees declare  that all money  and
  property contributed to  the trust hereunder shall  be held and
  managed in  trust under  this Trust  Instrument  as herein  set
  forth below.


                             ARTICLE I

                        NAME AND DEFINITIONS

  Section 1.01.  Name.    The name of the trust created hereby is
  the "Fund For Government Investors."

  Section 1.02.  Definitions.     Wherever  used  herein,  unless
  otherwise required by the context or specifically provided:

       (a)  The  term "Bylaws" means  the Bylaws  referred to  in
  Article  IV,  Section 4.01(e)  hereof,  as  from time  to  time
  amended.

       (b)  The  term "Commission" has  the meaning  given it  in
  the  1940  Act  (as defined  below).    The  terms  "Affiliated
  Person,"  "Assignment,"  "Interested  Person,"  and  "Principal
  Underwriter" shall have  the meanings  given them  in the  1940
  Act, as modified by or  interpreted by any applicable  order or
  orders of the  Commission or any rules  or regulations  adopted
  or  interpretive   releases  of   the  Commission   thereunder.
  "Majority Shareholder Vote" shall have the same meaning  as the
  term  "vote of a majority of the outstanding voting securities"
  is given in the 1940 Act, as modified  by or interpreted by any
  applicable order  or orders of  the Commission or  any rules or
  regulations adopted or interpretive releases of the  Commission
  thereunder.



  <PAGE>
<PAGE>






       (c)   The  term  "Delaware Act"  refers  to Chapter  38 of
  Title 12 of the Delaware  Code entitled "Treatment of  Delaware
  Business Trusts," as it may be amended from time to time.

       (d)  The term "Net Asset Value" means the  net asset value
  of each  Series (as  defined below)  of the  Trust (as  defined
  below)  determined  in  the  manner  provided  in  Article  IX,
  Section 9.03 hereof.

       (e)   The term "Outstanding Shares" means those Shares (as
  defined  below) shown  from time  to time  in the  books of the
  Trust or its Transfer Agent  (as defined below) as  then issued
  and outstanding, but shall  not include Shares which have  been
  redeemed or repurchased by the  Trust and which are at the time
  held in the treasury of the Trust.

       (f)   The term  "Series" means  a series of  Shares of the
  Trust established in accordance with  the provisions of Article
  II, Section 2.06 hereof.

       (g)    The term  "Shareholder"  means  a record  owner  of
  Outstanding Shares of the Trust.

       (h)  The  term  "Shares"  means  the  equal  proportionate
  transferable  units  of  beneficial  interest  into  which  the
  beneficial  interest  of each  Series  of  the Trust  or  class
  thereof shall  be divided  and may include  fractions of Shares
  as well as whole Shares.

       (i)   The term "Trust"  refers to the  Fund For Government
  Investors and all Series of the Fund  For Government Investors,
  if any, and reference to  the Trust, when applicable to one  or
  more Series of the Trust, shall refer to any such Series.

       (j)  The term "Trustees"  means the person or  persons who
  has or  have signed  this Trust Instrument,  so long  as he  or
  they shall  continue in  office  in accordance  with the  terms
  hereof, and  all other  persons who  may from  time to time  be
  duly qualified and  serving as Trustees in accordance  with the
  provisions  of  Article III  hereof and  reference herein  to a
  Trustee or  to  the  Trustees  shall refer  to  the  individual
  Trustees in their capacity as Trustees hereunder.

       (k)    The  term  "Trust  Property"   means  any  and  all
  property, real  or personal, tangible  or intangible, which  is
  owned  or held by  or for  the account of  one or more   of the
  Trust or any Series, or the Trustees on  behalf of the Trust or
  any Series.

       (l)  The  term "1940 Act" refers to the Investment Company
  Act of 1940, as amended from time to time.


  <PAGE>                         2
<PAGE>



























































  <PAGE>                         3
<PAGE>







                             ARTICLE II

                        BENEFICIAL INTEREST

  Section 2.01.  Shares of Beneficial  Interest.   The beneficial
  interest  in the Trust shall be  divided into such transferable
  Shares of one or more  separate and distinct Series  or classes
  of a Series as  the Trustees shall from time to time create and
  establish.   The number  of Shares  of each  Series, and  class
  thereof, authorized hereunder  is unlimited.  Each  Share shall
  have  no par  value.   All Shares  issued hereunder,  including
  without  limitation,  Shares  issued   in  connection  with   a
  dividend  in Shares  or  a split  or  reverse split  of Shares,
  shall be fully paid and nonassessable.

  Section 2.02.  Issuance  of Shares.     The  Trustees in  their
  discretion  may,  from  time  to  time,  without  vote  of  the
  Shareholders,  issue Shares, in addition to the then issued and
  outstanding  Shares and  Shares held in  the treasury,  to such
  party   or  parties   and   for  such   amount   and  type   of
  consideration,  subject to  applicable law,  including cash  or
  securities, at such  time or  times and  on such  terms as  the
  Trustees may deem appropriate,  and may in such  manner acquire
  other assets (including  the acquisition of assets  subject to,
  and  in connection  with, the  assumption  of liabilities)  and
  businesses.   In connection  with any  issuance of  Shares, the
  Trustees  may issue fractional  Shares and  Shares held  in the
  treasury.    The Trustees  from  time  to  time  may divide  or
  combine  the Shares  into a  greater or  lesser number  without
  thereby changing the proportionate beneficial  interests in the
  Trust.  Contributions  to the Trust  may be  accepted for,  and
  Shares shall be redeemed  as, whole Shares and/or  1/1,000th of
  a Share or integral multiples thereof.

  Section 2.03.  Register of Shares  and Share Certificates.    A
  register shall be kept at the principal  office of the Trust or
  an office of  the Trust's Transfer Agent (the "Transfer Agent")
  which   shall  contain   the  names   and   addresses  of   the
  Shareholders  of  each Series,  the  number of  Shares  of that
  Series  (or  any  class  or  classes  thereof)  held  by   them
  respectively and  a record  of all  transfers thereof.   As  to
  Shares for which no  certificate has been issued, such register
  shall be conclusive  as to  who are the  holders of the  Shares
  and  who  shall  be  entitled  to receive  dividends  or  other
  distributions or otherwise  to exercise or enjoy  the rights of
  Shareholders.   No  Shareholder shall  be  entitled to  receive
  payment  of any  dividend or  other distribution,  nor to  have
  notice given to him as herein or in the  Bylaws provided, until
  he has given  his address to  the Transfer Agent or  such other
  officer  or  agent of  the  Trustees  as  shall  keep the  said
  register  for   entry  thereon.     The   Trustees,  in   their

  <PAGE>                         4
<PAGE>






  discretion, may  authorize the  issuance of share  certificates
  and promulgate  appropriate rules and  regulations as to  their
  use.    Such  certificates may  be  issuable  for  any  purpose
  limited in the Trustees  discretion.  In the event that  one or
  more  certificates  are  issued,  whether  in  the  name  of  a
  shareholder  or  a nominee,  such  certificate  or certificates
  shall  constitute  evidence  of ownership  of  Shares  for  all
  purposes,  including  transfer,  assignment  or  sale  of  such
  Shares, subject  to such  limitations as  the Trustees  may, in
  their discretion, prescribe.

  Section 2.04.  Transfer  of  Shares.      Except  as  otherwise
  provided by the Trustees,  Shares shall be transferable on  the
  records of the Trust  only by the record  holder thereof or  by
  his agent thereunto  duly authorized in writing,  upon delivery
  to  the  Trustees or  the  Trust's  Transfer  Agent  of a  duly
  executed  instrument   of  transfer,  together  with   a  Share
  certificate, if  one is  outstanding, and such  evidence of the
  genuineness of  each such  execution and  authorization and  of
  such other  matters as may be  required by the Trustees.   Upon
  such delivery  the transfer shall  be recorded on the  register
  of the  Trust.  Until  such record is made,  the Shareholder of
  record shall be deemed to be the holder  of such Shares for all
  purposes hereunder  and neither the Trustees nor the Trust, nor
  any Transfer Agent  or registrar nor any  officer, employee  or
  agent  of the  Trust shall  be affected  by any  notice of  the
  proposed transfer.

  Section 2.05.  Treasury Shares.    Shares held in  the treasury
  shall,  until reissued  pursuant to  Section  2.02 hereof,  not
  confer  any  voting  rights on  the  Trustees,  nor shall  such
  Shares  be entitled  to any  dividends  or other  distributions
  declared with respect to the Shares.

  Section 2.06.  Establishment of  Series.     The Trust  created
  hereby shall consist  of one or  more Series  and separate  and
  distinct  records  shall be  maintained  by the  Trust  of each
  Series and the  assets associated with any such Series shall be
  held  and accounted  for  separately   from  the assets  of the
  Trust or  any other Series.  The Trustees shall have full power
  and authority, in their sole  discretion, and without obtaining
  any  prior authorization  or vote  of  the Shareholders  of any
  Series of the Trust, to  establish and designate and  to change
  in any  manner such Series of Shares  or any classes of initial
  or  additional  Series  and to  fix  such  preferences,  voting
  powers,  rights  and  privileges  of  such  Series  or  classes
  thereof as the  Trustees may from  time to  time determine,  to
  divide and combine  the Shares or any Series of classes thereof
  into a greater  or lesser number, to classify or reclassify any
  issued Shares  or any  Series or  classes thereof  into one  or
  more Series  or  classes of  Shares,  and  to take  such  other
  action with  respect to  the Shares  as the  Trustees may  deem

  <PAGE>                         5
<PAGE>






  desirable.   The establishment  and designation  of any  Series
  shall  be effective  upon  the adoption  of  a resolution  by a
  majority of the  Trustees setting forth such  establishment and
  designation  and the  relative rights  and  preferences of  the
  Shares of  such  Series.   A Series  may  issue any  number  of
  Shares and need not issue shares.   At any time that there  are
  no  Shares  outstanding  of  any particular  Series  previously
  established  and designated,  the Trustees  may  by a  majority
  vote abolish that Series and  the establishment and designation
  thereof.

       All references  to Shares in  this Trust Instrument  shall
  be  deemed to  be  Shares of  any  or  all Series,  or  classes
  thereof, as the  context may  require.   All provisions  herein
  relating to the  Trust shall apply  equally to  each Series  of
  the Trust,  and  each  class thereof,  except  as  the  context
  otherwise requires.

       Each Share of  a Series of  the Trust  shall represent  an
  equal  beneficial interest  in the net  assets of  such Series.
  Each holder of Shares of a Series shall  be entitled to receive
  his  pro  rata share  of  distributions of  income  and capital
  gains, if  any,  made  with  respect  to  such  Series.    Upon
  redemption  of  his  Shares, such  Shareholder  shall  be  paid
  solely out  of the  funds and property  of such  Series of  the
  Trust.

  Section 2.07.  Investment in  the Trust.    The Trustees  shall
  accept investments  in  any  Series  of  the  Trust  from  such
  persons  and  on such  terms  as they  may  from  time to  time
  authorize.   At  the  Trustees' discretion,  such  investments,
  subject  to  applicable law,  may be  in  the form  of  cash or
  securities  in  which  the affected  Series  is  authorized  to
  invest, valued as provided  in Article IX, Section 9.03 hereof.
  Investments   in  a   Series   shall   be  credited   to   each
  Shareholder's account in  the form of  full Shares  at the  Net
  Asset Value per  Share next determined after  the investment is
  received; provided,  however, that the  Trustees may, in  their
  sole discretion, (a)  fix the Net Asset Value  per Share of the
  initial capital  contribution, (b) impose  a sales charge  upon
  investments in  the  Trust in  such  manner  and at  such  time
  determined by the Trustees or (c) issue fractional Shares.

  Section 2.08.  Assets  and   Liabilities  of  Series.       All
  consideration received  by the Trust  for the issue  or sale of
  Shares of  a particular  Series,  together with  all assets  in
  which  such  consideration  is  invested  or   reinvested,  all
  income, earnings, profits,  and proceeds thereof, including any
  proceeds  derived from  the sale,  exchange  or liquidation  of
  such  assets,  and  any  funds  or  payments derived  from  any
  reinvestment of  such proceeds in  whatever form  the same  may
  be, shall be held and  accounted for separately from  the other

  <PAGE>                         6
<PAGE>






  assets of  the  Trust and  of  every other  Series and  may  be
  referred to herein as "assets  belonging to" that Series.   The
  assets belonging  to a particular  Series shall belong to  that
  Series for all purposes, and  to no other Series,  subject only
  to  the rights of  creditors of that Series.   In addition, any
  assets, income,  earnings, profits  or funds,  or payments  and
  proceeds  with   respect   thereto,  which   are  not   readily
  identifiable as  belonging to  any particular  Series shall  be
  allocated by the Trustees between and among  one or more of the
  Series  in  such   manner  as  the  Trustees,   in  their  sole
  discretion,  deem fair  and equitable.    Each such  allocation
  shall be  conclusive and binding  upon the Shareholders of  all
  Series for  all purposes,  and such  assets, income,  earnings,
  profits  or  funds,  or  payments  and  proceeds  with  respect
  thereto shall be assets belonging  to that Series.   The assets
  belonging to a  particular Series shall be so recorded upon the
  books of the Trust, and shall be held  by the Trustees in trust
  for the benefit of the holders  of Shares of that Series.   The
  assets belonging  to each  particular Series  shall be  charged
  with the  liabilities of that Series  and all  expenses, costs,
  charges,  and  reserves  attributable  to  that  Series.    Any
  general liabilities,  expenses, costs, charges, or  reserves of
  the Trust which  are not readily identifiable as belonging to a
  particular  Series  shall  be  allocated  and  charged  by  the
  Trustees between  or among  any one or  more of  the Series  in
  such manner  as the  Trustees, in  their sole discretion,  deem
  fair  and equitable.  Each  such allocation shall be conclusive
  and  binding  upon  the  Shareholders  of  all  Series for  all
  purposes.   Without limitation of  the foregoing provisions  of
  this Section 2.08, but  subject to the right of the Trustees in
  their  discretion  to allocate  general  liabilities, expenses,
  costs,  charges, or  reserves as  herein  provided, the  debts,
  liabilities,  obligations,  and  expenses incurred,  contracted
  for  or otherwise existing with respect  to a particular Series
  shall  be  enforceable  against  the  assets  of  that  Series.
  Notice  of   this   contractual  limitation   on   inter-Series
  liabilities  may, in  the  Trustee's  sole discretion,  be  set
  forth in  the  certificate  of  trust  of  the  Trust  (whether
  originally or  by amendment)  as filed  or to  be filed  in the
  Office  of the  Secretary  of State  of  the State  of Delaware
  pursuant  to the  Delaware  Act, and  upon  the giving  of such
  notice in  the certificate of  trust, the statutory  provisions
  of  Section  3802   of  setting  forth  such   notice  in   the
  certificate of trust  shall become applicable to the  Trust and
  each Series.  Any person extending credit to,  contracting with
  or  having any claim  against any Series  may look  only to the
  assets  of  that   Series  to  satisfy  or  enforce  any  debt,
  liability, obligation  or expense incurred,  contracted for  or
  otherwise  existing   with  respect   to  that   Series.     No
  Shareholder or former  Shareholder of  any Series shall  have a
  claim on or any right  to any assets allocated or  belonging to
  any other Series.

  <PAGE>                         7
<PAGE>






  Section 2.09.  No Preemptive Rights.    Shareholders shall have
  no  preemptive or  other right to  subscribe to  any additional
  Shares  or  other  securities  issued  by   the  Trust  or  the
  Trustees, whether of the same or other Series.

  Section 2.10.  Personal  Liability  of  Shareholders.      Each
  Shareholder of  the  Trust and  of  each  Series shall  not  be
  personally liable  for the debts, liabilities,  obligations and
  expenses  incurred by,  contracted  for, or  otherwise existing
  with respect to,  the Trust or by  or on behalf of  any Series.
  The  Trustees  shall  have no  power  to  bind  any Shareholder
  personally or to call upon  any Shareholder for the  payment of
  any sum  of money or  assessment whatsoever other  than such as
  the Shareholder may at any  time personally agree to pay by way
  of subscription  for  any Shares  or  otherwise.   Every  note,
  bond, contract or other undertaking  issued by or on  behalf of
  the Trust or the Trustees relating to the  Trust or to a Series
  shall include  a recitation limiting the obligation represented
  thereby to the Trust or  to one or more Series and its or their
  assets (but  the  omission  of  such  a  recitation  shall  not
  operate to bind any Shareholder or Trustee of the Trust).

  Section 2.11.  Assent   to   Trust   Instrument.          Every
  Shareholder,  by  virtue  of having  purchased  a  Share  shall
  become a  Shareholder  and  shall be  held  to  have  expressly
  assented and agreed to be bound by the terms hereof.

  Section 2.12.  Redemption of Shares.    The Trust,  pursuant to
  a resolution  of the Trustees  and without the  vote or consent
  of  the Shareholders  of  the Trust,  shall  have the  right to
  redeem  at  net  asset  value all  Shares  in  any  Shareholder
  account, the value of which  is less than a  reasonable minimum
  amount specified  in that  resolution.   In no  event shall  an
  involuntary   redemption   be   exercised   with   respect   to
  Shareholder accounts that  are at least as large as the Trust's
  minimum  initial   investment  amount  at   the  time  of   the
  redemption.   The resolution  of the  Trustees shall  set forth
  that the  redemption  of  Shares  in  such  accounts  has  been
  determined to be in the economic best interest of the Trust  or
  to  be  necessary   to  reduce  disproportionately   burdensome
  expenses in servicing Shareholder accounts.   The resolution of
  the Trustees also shall provide  that prior notice of  at least
  sixty  (60)  days  shall  be  given  to  a  Shareholder  before
  redemption  of his  or  her Shares,  and  that the  Shareholder
  shall have  the  reasonable period  of  time specified  in  the
  resolution  of  the   Trustees  to  avoid  the   redemption  by
  increasing the  Shareholder's account  to at  least the  amount
  specified  in the  resolution of  the  Trustees.   Shareholders
  shall   be  bound   by  and/or  compelled   to  accept  such  a
  redemption; provided, that  the terms and conditions  set forth
  in this Trust Instrument have been fulfilled.


  <PAGE>                         8
<PAGE>






                            ARTICLE III

                            THE TRUSTEES

  Section 3.01.  Management of  the Trust.    The Trustees  shall
  have exclusive  and absolute  control over  the Trust  Property
  and over the business  of the  Trust to the  same extent as  if
  the Trustees were  the sole owners  of the  Trust Property  and
  business   in  their  own  right,   but  with  such  powers  of
  delegation as may be permitted  by this Trust Instrument.   The
  Trustees shall have  power to conduct the business of the Trust
  and carry on its  operations in any and all of its branches and
  maintain  offices  both   within  and  without  the   State  of
  Delaware,  in  any and  all  states  of  the  United States  of
  America,  in  the  District   of  Columbia,  in  any   and  all
  commonwealths,   territories,   dependencies,    colonies,   or
  possessions  of  the  United States  of  America,  and  in  any
  foreign  jurisdiction  and  to  do all  such  other  things and
  execute  all such instruments as they deem necessary, proper or
  desirable  in  order  to promote  the  interests  of  the Trust
  although such  things  are not  herein specifically  mentioned.
  Any determination  as to what is in  the interests of the Trust
  made by  the Trustees in  good faith  shall be conclusive.   In
  construing  the  provisions  of  this   Trust  Instrument,  the
  presumption  shall be  in  favor of  a  grant of  power  to the
  Trustees.

       The  enumeration  of  any specific  power  in  this  Trust
  Instrument shall  not be  construed as  limiting the  aforesaid
  power.  The  powers of the  Trustees may  be exercised  without
  order of or resort to any court.

       Except for  the Trustees named herein or appointed to fill
  vacancies pursuant  to Section  3.04 of this  Article III,  the
  Trustees shall be elected by the  Shareholders owning of record
  a plurality of  the Shares voting at a meeting of Shareholders.
  Such a  meeting shall be held on a  date fixed by the Trustees.
  In the event that less than a majority of  the Trustees holding
  office have been elected by Shareholders,  the Trustees then in
  office  will call  a Shareholders' meeting  for the election of
  Trustees.

  Section 3.02.  Initial Trustees.    The initial  Trustees shall
  be the persons named herein.  On a  date fixed by the Trustees,
  the Shareholders  shall elect at  least three (3)  but not more
  than  fifteen  (15)  Trustees, as  specified  by  the  Trustees
  pursuant to Section 3.06 of this Article III.

  Section 3.03.  Term  of Office  of  Trustees.     The  Trustees
  shall hold office  during the lifetime of this Trust, and until
  its termination  as  herein provided,  except  that:   (a)  any
  Trustee may resign  his trust by written  instrument signed  by

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  him  and  delivered to  the  other Trustees,  which  shall take
  effect  upon  such delivery  or  upon  such  later  date as  is
  specified therein; (b) any Trustee  may be removed at  any time
  by  written instrument,  signed by  at least  two-thirds of the
  number of  Trustees prior to such  removal, specifying the date
  when such removal shall  become effective; (c) any  Trustee who
  requests  in writing  to  be retired  or  who has  died, become
  physically or  mentally incapacitated by  reason of disease  or
  otherwise, or is otherwise unable  to serve, may be  retired by
  written  instrument signed by a majority of the other Trustees,
  specifying the  date of his  retirement; and (d)  a Trustee may
  be removed at any  meeting of the Shareholders of  the Trust by
  a  vote  of  Shareholders owning  at  least  two-thirds of  the
  outstanding Shares.

  Section 3.04.  Vacancies and  Appointment  of  Trustees.     In
  case  of   the  declination   to  serve,  death,   resignation,
  retirement,  removal, physical or  mental incapacity  by reason
  of disease  or otherwise, or  a Trustee is  otherwise unable to
  serve, or  an increase  in the  number of  Trustees, a  vacancy
  shall  occur.   Whenever  a vacancy  in  the Board  of Trustees
  shall occur, until such  vacancy is filled, the other  Trustees
  shall have all  the powers hereunder and the certificate of the
  other Trustees of  such vacancy shall  be conclusive.   In  the
  case of an existing  vacancy, the remaining Trustees shall fill
  such vacancy by appointing such  other person as they  in their
  discretion shall see fit consistent  with the limitations under
  the  1940  Act.   Such  appointment  shall  be  evidenced by  a
  written instrument  signed by  a majority  of  the Trustees  in
  office or  by resolution of  the Trustees, duly adopted,  which
  shall be recorded in the minutes of  a meeting of the Trustees,
  whereupon the appointment shall take effect.

       An appointment  of a Trustee  may be made  by the Trustees
  then in office  in anticipation of a vacancy to occur by reason
  of retirement,  resignation or increase  in number of  Trustees
  effective  at a  later  date,  provided that  said  appointment
  shall become effective only at  or after the effective  date of
  said   retirement,  resignation  or   increase  in   number  of
  Trustees.   As soon as  any Trustee appointed  pursuant to this
  Section 3.04  shall have accepted this  trust, the trust estate
  shall vest  in the new  Trustee or Trustees,  together with the
  continuing  Trustees, without  any further  act or  conveyance,
  and  he shall  be  deemed a  Trustee hereunder.   The  power to
  appoint a Trustee pursuant to  this Section 3.04 is  subject to
  the provisions of Section 16(a) of the 1940 Act.

  Section 3.05.  Temporary  Absence  of Trustee.      Any Trustee
  may, by power of attorney, delegate his power for  a period not
  exceeding six (6)  months at any one time  to any other Trustee
  or Trustees, provided that in  no case shall less than  two (2)


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  Trustees personally exercise the other  powers hereunder except
  as herein otherwise expressly provided.

  Section 3.06.  Number of  Trustees.    The  number of  Trustees
  shall  be at  least  three (3),  and  thereafter shall  be such
  number  as shall be  fixed from time to  time by  a majority of
  the Trustees,  provided, however, that  the number of  Trustees
  shall in no event be more than fifteen (15).

  Section 3.07.  Effect  of  Death,   Resignation,  Etc.,  of   a
  Trustee.      The declination  to  serve,  death,  resignation,
  retirement, removal, incapacity, or inability of  the Trustees,
  or any  one of them, shall  not operate to  terminate the Trust
  or to revoke  any existing agency created pursuant to the terms
  of this Trust Instrument.

  Section 3.08.  Ownership of Assets  of the Trust.    The assets
  of  the Trust and  of each  Series shall  be held  separate and
  apart from any  assets now or  hereafter held  in any  capacity
  other  than  as  Trustee  hereunder  by  the  Trustees  or  any
  successor Trustees.   Legal title in all  of the assets of  the
  Trust and the right to conduct any business shall at  all times
  be considered  as  vested in  the  Trustees  on behalf  of  the
  Trust, except  that the Trustees  may cause legal  title to any
  Trust Property to be held by, or in the  name of, the Trust, or
  in the name of any person as nominee.   No Shareholder shall be
  deemed to  have a  severable ownership in  any individual asset
  of  the Trust or  of any  Series or  any right of  partition or
  possession thereof, but each Shareholder  shall have, except as
  otherwise  provided  for  herein,  a  proportionate   undivided
  beneficial interest in the Trust  or Series.  The  Shares shall
  be personal  property giving only  the rights specifically  set
  forth in this Trust Instrument.


                             ARTICLE IV

                       POWERS OF THE TRUSTEES

  Section 4.01.  Powers.    The Trustees  in all instances  shall
  act  as principals, and are and shall  be free from the control
  of the  Shareholders.  The  Trustees shall have  full power and
  authority to do  any and all acts  and to make and  execute any
  and  all  contracts  and instruments  that  they  may  consider
  necessary or appropriate  in connection with the  management of
  the Trust.   The  Trustees shall  not in  any way  be bound  or
  limited  by present  or  future laws  or  customs in  regard to
  trust investments, but  shall have full authority and  power to
  make  any  and  all  investments  which  they,  in  their  sole
  discretion,  shall deem  proper to  accomplish  the purpose  of
  this  Trust without recourse to  any court  or other authority.
  Subject to any  applicable limitation in this  Trust Instrument

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  or the Bylaws of  the Trust, the Trustees shall  have power and
  authority:

       (a)  To invest and  reinvest cash and other  property, and
  to  hold cash  or  other property  uninvested,  without in  any
  event being bound  or limited by  any present or future  law or
  custom  in  regard to  investments  by trustees,  and  to sell,
  exchange, lend,  pledge, mortgage,  hypothecate, write  options
  on and lease any or all the assets of the Trust;

       (b)  To operate  as  and  carry  on  the  business  of  an
  investment company, and  exercise all the powers  necessary and
  appropriate to the conduct of such operations;

       (c)  To borrow  money and in  this connection issue  notes
  or  other evidence  of indebtedness;  to  secure borrowings  by
  mortgaging, pledging  or otherwise  subjecting as security  the
  Trust  Property;   to  endorse,  guarantee,  or  undertake  the
  performance  of an obligation or engagement of any other person
  and to lend Trust Property;

       (d)  To provide for  the distribution of interests  of the
  Trust  either through  a principal  underwriter  in the  manner
  hereinafter provided  for or by  the Trust itself,  or both, or
  otherwise pursuant to a plan of distribution of any kind;

       (e)  To  adopt  Bylaws not  inconsistent  with  this Trust
  Instrument  providing for the  conduct of  the business  of the
  Trust and to amend  and repeal them to the extent  that they do
  not reserve that  right to the Shareholders; such  Bylaws shall
  be deemed incorporated and included in this Trust Instrument;

       (f)  To elect  and remove  such officers  and appoint  and
  terminate such agents as they consider appropriate;

       (g)  To  employ one  or  more  banks, trust  companies  or
  companies that  are members of  a national securities  exchange
  or  such  other  entities  as  the  Commission  may  permit  as
  custodians  of  any   assets  of  the  Trust  subject   to  any
  conditions  set  forth  in  this Trust  Instrument  or  in  the
  Bylaws;

       (h)  To   retain  one   or   more  Transfer   Agents   and
  shareholder servicing agents, or both;

       (i)  To  set record dates in the manner provided herein or
  in the Bylaws;

       (j)  To   delegate   such  authority   as   they  consider
  desirable to  any officers of  the Trust and  to any investment
  advisor, manager,  custodian,  underwriter  or other  agent  or
  independent contractor;

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<PAGE>






       (k)  To sell or exchange  any or all of the  assets of the
  Trust,  subject  to  the  provisions  of  Article  XI,  Section
  11.04(b) hereof;

       (l)  To vote or  give assent,  or exercise  any rights  of
  ownership,  with  respect  to  stock  or  other  securities  or
  property;  and to  execute and  deliver powers  of  attorney to
  such  person or  persons  as the  Trustees  shall deem  proper,
  granting to  such person  or persons such  power and discretion
  with relation to  securities or property as  the Trustees shall
  deem proper;

       (m)  To  exercise  powers and  rights  of  subscription or
  otherwise  which  in  any  manner  arise  out of  ownership  of
  securities;

       (n)  To  hold  any security  or  property  in a  form  not
  indicating  any   trust,  whether   in   bearer,  book   entry,
  unregistered or other negotiable  form; or  either in the  name
  of  the Trust  or in the  name of  a custodian or  a nominee or
  nominees,  subject   in  either   case  to   proper  safeguards
  according to the usual practice of Delaware  business trusts or
  investment companies;

       (o)  To  establish   separate  and  distinct  Series  with
  separately  defined  investment  objectives  and  policies  and
  distinct investment purposes  in accordance with the provisions
  of Article  II hereof and  to establish classes  of such Series
  having relative rights, powers and  duties as they may  provide
  consistent with applicable law;

       (p)  Subject  to the  provisions of  Section  3804 of  the
  Delaware Act, to  allocate assets, liabilities and  expenses of
  the  Trust to  a  particular Series  or  to apportion  the same
  between  or  among  two  or  more  Series,  provided  that  any
  liabilities or expenses  incurred by a particular  Series shall
  be payable  solely out of  the assets belonging  to that Series
  as provided for in Article II hereof;

       (q)  To  consent  to or  participate in  any plan  for the
  reorganization, consolidation or merger  of any corporation  or
  concern,  any  security of  which  is  held  in  the Trust;  to
  consent to any contract,  lease, mortgage, purchase, or sale of
  property by  such corporation or  concern, and to  pay calls or
  subscriptions with respect to any security held in the Trust;

       (r)  To compromise, arbitrate, or  otherwise adjust claims
  in favor of or  against the Trust or any matter  in controversy
  including, but not limited to, claims for taxes;

       (s)  To make distributions of income  and of capital gains
  to Shareholders in the manner hereinafter provided;

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       (t)  To   establish,  from   time  to   time,  a   minimum
  investment for  Shareholders in  the Trust  or in  one or  more
  Series or  class, and to  require the redemption  of the Shares
  of any Shareholders whose investment is less  than such minimum
  upon giving notice to such Shareholder;

       (u)  To establish one or more  committees, to delegate any
  of  the powers of the Trustees to  said committees and to adopt
  a  committee  charter  providing  for  such   responsibilities,
  membership  (including Trustees,  officers or  other agents  of
  the  Trust  therein)  and any  other  characteristics  of  said
  committees as  the Trustees may  deem proper.   Notwithstanding
  the provisions  of this  Article IV,  and in  addition to  such
  provisions or  any other provision of  this Trust Instrument or
  of  the  Bylaws,  the  Trustees  may  by  resolution  appoint a
  committee consisting of less  than the whole number of Trustees
  then in office,  which committee may  be empowered  to act  for
  and  bind the Trustees  and the Trust, as  if the  acts of such
  committee were the  acts of all  the Trustees  then in  office,
  with  respect  to  the   institution,  prosecution,  dismissal,
  settlement,  review or  investigation of  any  action, suit  or
  proceeding which shall be  pending or threatened to be  brought
  before any  court, administrative agency  or other adjudicatory
  body;

       (v)  To interpret  the investment policies,  practices, or
  limitations of any Series;

       (w)  To  establish   a  registered   office  and  have   a
  registered agent in the state of Delaware; and

       (x)  In  general  to  carry  on   any  other  business  in
  connection with or incidental  to any of the  foregoing powers,
  to  do  everything  necessary,  suitable,  or  proper  for  the
  accomplishment of any  purpose or the attainment of  any object
  or the furtherance of any power hereinbefore set  forth, either
  alone or in association with others, and  to do every other act
  or thing  incidental or  appurtenant to  or growing  out of  or
  connected with the  aforesaid business or purposes,  objects or
  powers.

       The foregoing clauses  shall be construed both  as objects
  and power,  and the  foregoing enumeration  of specific  powers
  shall  not be  held  to limit  or restrict  in  any manner  the
  general powers of the Trustees.   Any action by one or more  of
  the  Trustees  in their  capacity  as such  hereunder  shall be
  deemed  an action  on  behalf of  the  Trust or  the applicable
  Series, and not an action in an individual capacity.

       The  Trustees  shall  not  be   limited  to  investing  in
  obligations  maturing before  the  possible termination  of the
  Trust.

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<PAGE>






       No  one dealing  with  the  Trustees  shall be  under  any
  obligation to make  any inquiry concerning the authority of the
  Trustees, or to see to  the application of any payments made or
  property transferred to the Trustees or upon their order.

  Section 4.02.  Issuance  and  Repurchase   of  Shares.      The
  Trustees  shall have  the  power  to issue,  sell,  repurchase,
  redeem,  retire,   cancel,  acquire,  hold,   resell,  reissue,
  dispose of,  and otherwise deal  in Shares and,  subject to the
  provisions set forth in Article II and Article  IX, to apply to
  any such  repurchase, redemption, retirement,  cancellation, or
  acquisition of  Shares any funds  or property of  the Trust, or
  the particular Series  of the Trust, with respect to which such
  Shares are issued.

  Section 4.03.  Trustees  and Officers  as  Shareholders.    Any
  Trustee,  officer, or  other agent  of the  Trust may  acquire,
  own,  and dispose of  Shares to the same  extent as  if he were
  not a  Trustee, officer, or  agent; and the  Trustees may issue
  and sell or cause to be issued and sold Shares  to and buy such
  Shares from any such  person or any firm or company in which he
  is interested, subject  only to the general  limitations herein
  contained as to the  sale and purchase of such  Shares; and all
  subject to  any  restrictions which  may  be contained  in  the
  Bylaws.

  Section 4.04.  Action by  the Trustees.     The Trustees  shall
  act by majority  vote at a meeting duly  called or by unanimous
  written  consent without  a  meeting  or by  telephone  meeting
  provided  a  quorum   of  Trustees  participate  in   any  such
  telephone  meeting,  unless  the  1940   Act  requires  that  a
  particular  action be  taken  only at  a  meeting at  which the
  Trustees are  present  in  person.    At  any  meeting  of  the
  Trustees,  a  majority  of  the  Trustees  shall  constitute  a
  quorum.   Meetings of the Trustees  may be called  orally or in
  writing  by the  Chairman  or by  any  two (2)  other Trustees.
  Notice  of the  time, date  and place  of all  meetings of  the
  Trustees shall be  given by the  party calling  the meeting  to
  each Trustee  by telephone,  telefax, or  telegram sent to  his
  home  or business  address at  least twenty-four  (24) hours in
  advance of the meeting  or by written notice mailed to his home
  or business  address at least seventy-two (72) hours in advance
  of the meeting.   Notice need not  be given to any  Trustee who
  attends the meeting  without objecting to the lack of notice or
  who executes a  written waiver of  notice with  respect to  the
  meeting.  Any meeting  conducted by  telephone shall be  deemed
  to take  place  at  the  principal  office  of  the  Trust,  as
  determined by  the Bylaws or by  the Trustees.  Subject  to the
  requirements  of the  1940 Act,  the Trustees  by majority vote
  may  delegate  to  any  one  or  more  of  their  number  their
  authority to  approve  particular  matters or  take  particular
  actions on  behalf of the  Trust.  Written  consents or waivers

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<PAGE>






  of the  Trustees may be  executed in one  or more counterparts.
  Execution of a written consent  or waiver and delivery  thereof
  to the Trust may be accomplished by telefax.

  Section 4.05.  Chairman of the  Trustees.   The  Trustees shall
  appoint one  of their  number to  be Chairman  of the  Board of
  Trustees.   The Chairman shall  preside at all  meetings of the
  Trustees, shall  be responsible for  the execution of  policies
  established  by the  Trustees  and  the administration  of  the
  Trust,  and  may be  (but  is  not required  to  be) the  chief
  executive, financial, and/or accounting officer of the Trust.

  Section 4.06.  Principal Transactions.   Except  to the  extent
  prohibited by applicable  law, the  Trustees, on behalf  of the
  Trust, may buy any securities  from or sell any  securities to,
  or lend any assets of the Trust to, any Trustees or officer  of
  the Trust or any  firm of which any such Trustee  or officer is
  a member  acting as principal,  or have any  such dealings with
  any investment advisor,  distributor or Transfer Agent  for the
  Trust or with  any Interested Person  of such  person; and  the
  Trust may employ any such  person, or firm or company in  which
  such person is an Interested Person, as  broker, legal counsel,
  registrar,  investment  advisor,  distributor, Transfer  Agent,
  dividend  disbursing  agent,  or custodian,  or  in  any  other
  capacity upon customary terms.

                             ARTICLE V

                       EXPENSES OF THE TRUST

  Section 5.01.  Trustee  Reimbursement.        Subject  to   the
  provisions of  Article II,  Section 2.08  hereof, the  Trustees
  shall  be  reimbursed  from  the  Trust  estate  or  the assets
  belonging  to the  appropriate Series  for  their expenses  and
  disbursements,   including,   without   limitation,  fees   and
  expenses of  Trustees  who are  not Interested  Persons of  the
  Trust, interest expense,  taxes, fees and commissions  of every
  kind, expenses of pricing Trust  portfolio securities, expenses
  of  issue,  repurchase  and  redemption  of  shares,  including
  expenses attributable to  a program of periodic  repurchases or
  redemptions, expenses of registering  and qualifying the  Trust
  and its Shares  under Federal and State laws and regulations or
  under the laws  of any foreign jurisdiction,  charges of  third
  parties,  including investment  advisors, managers, custodians,
  Transfer Agents,  portfolio accounting  and/or pricing  agents,
  and registrars, expenses of  preparing and  setting up in  type
  prospectuses  and  statements  of  additional  information  and
  other  related  Trust   documents,  expenses  of  printing  and
  distributing   prospectuses  sent   to  existing  Shareholders,
  auditing and legal expenses, reports  to Shareholders, expenses
  of meetings  of Shareholders and  proxy solicitations therefor,
  insurance expenses,  association membership  dues and for  such

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  non-recurring  items  as may  arise,  including  litigation  to
  which the Trust (or  a Trustee acting as such) is  a party, and
  for   all  losses   and  liabilities   by   them  incurred   in
  administering the Trust, and for the payment  of such expenses,
  disbursements, losses and  liabilities the Trustees shall  have
  a lien  on the assets  belonging to the  appropriate Series, on
  the assets  of  each  such  Series,  prior  to  any  rights  or
  interests of the Shareholders thereto.   This section shall not
  preclude   the  Trust   from  directly   paying   any  of   the
  aforementioned fees and expenses.


                             ARTICLE VI

   INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT

  Section 6.01.  Investment Advisor.   The  Trustees may in their
  discretion,  from  time  to  time,  enter  into  an  investment
  advisory or  management contract or  contracts with respect  to
  the Trust or any  Series whereby the other party or  parties to
  such  contract or  contracts  shall  undertake to  furnish  the
  Trustees    with   such    management,   investment   advisory,
  statistical  and  research  facilities  and  services and  such
  other facilities and  services, if any, and all upon such terms
  and  conditions,  as  the  Trustees  may  in  their  discretion
  determine;  provided,  however, that  the initial  approval and
  entering into  of such  contract or contracts  shall be subject
  to  a Majority  Shareholder Vote.    Notwithstanding any  other
  provision of this Trust Instrument,  the Trustees may authorize
  any investment  advisor (subject  to such  general or  specific
  instructions as  the Trustees from  time to time  may adopt) to
  effect purchases, sales  or exchanges of  portfolio securities,
  other  investment instruments  of  the  Trust, or  other  Trust
  Property on  behalf  of  the Trustees,  or  may  authorize  any
  officer, agent, or Trustee to effect  such purchases, sales, or
  exchanges   pursuant  to  recommendations   of  the  investment
  advisor (and all  without further action by the Trustees).  Any
  such purchases,  sales, and exchanges shall  be deemed  to have
  been authorized by all of the Trustees.

       The  Trustees   may  authorize,   subject  to   applicable
  requirements  of the  1940  Act,  including those  relating  to
  Shareholder approval,  the investment  advisor to employ,  from
  time to  time, one or more sub-advisors  to perform such of the
  acts and  services  of the  investment advisor,  and upon  such
  terms  and  conditions,  as  may  be  agreed  upon between  the
  investment  advisor and  sub-advisor.   Any  reference in  this
  Trust Instrument to  the investment advisor shall be  deemed to
  include  such  sub-advisors,   unless  the  context   otherwise
  requires.



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<PAGE>






  Section 6.02.  Principal  Underwriter.    The  Trustees may  in
  their discretion from time to  time enter into an  exclusive or
  non-exclusive underwriting contract or contracts providing  for
  the sale of Shares, whereby the Trust  may either agree to sell
  Shares  to the  other  party to  the  contract or  appoint such
  other party its  sales agent for such Shares.   In either case,
  the contract  shall be on such terms and conditions, if any, as
  may be prescribed  in the Bylaws,  and such  further terms  and
  conditions as  the Trustees may  in their discretion  determine
  not inconsistent with  the provisions of this Article VI, or of
  the  Bylaws;  and  such  contract  may  also  provide  for  the
  repurchase or sale of Shares  by such other party  as principal
  or as agent of the Trust.

  Section 6.03.  Transfer  Agent.    The  Trustees  may in  their
  discretion from  time to time  enter into one  or more transfer
  agency  and shareholder  service  contracts whereby  the  other
  party  or parties shall undertake  to furnish the Trustees with
  transfer  agency and  shareholder services.    The contract  or
  contracts  shall  be  on  such  terms  and  conditions  as  the
  Trustees may  in  their discretion  determine not  inconsistent
  with the provisions of this Trust Instrument or of the Bylaws.

  Section 6.04.  Parties  to Contract.      Any contract  of  the
  character described in  Sections 6.01, 6.02, and  6.03 of  this
  Article  VI  or any  contract  of  the character  described  in
  Article  VIII hereof may be  entered into with any corporation,
  firm, partnership, trust, or association,  although one or more
  of the Trustees  or officers of  the Trust  may be an  officer,
  director, trustee, shareholder,  or member of such  other party
  to the contract, and no  such contract shall be  invalidated or
  rendered void or  voidable by reason  of the  existence of  any
  relationship,  nor shall  any person  holding such relationship
  be disqualified from  voting on or  executing the  same in  his
  capacity as  Shareholder and/or Trustee,  nor shall any  person
  holding such  relationship be  liable merely by  reason of such
  relationship for any loss  or expense to the Trust under  or by
  reason of said  contract or accountable for any profit realized
  directly  or indirectly therefrom,  provided that  the contract
  when entered into was  not inconsistent with the provisions  of
  this Article VI or  Article VIII hereof or of the  Bylaws.  The
  same person (including a firm, corporation, partnership,  trust
  or association)  may be  the other party  to contracts  entered
  into pursuant to Sections 6.01,  6.02 and 6.03 of  this Article
  VI or pursuant to Article  VIII hereof, and any  individual may
  be financially  interested or otherwise affiliated with persons
  who are parties  to any or  all of the  contracts mentioned  in
  this Section 6.04.

  Section 6.05.  Provisions  and  Amendments.       Any  contract
  entered into pursuant  to Sections 6.01 or 6.02 of this Article
  VI shall be  consistent with and subject to the requirements of

  <PAGE>                         18
<PAGE>






  Section  15 of the 1940 Act or other applicable Act of Congress
  hereafter enacted  with respect to  its continuance in  effect,
  its termination, and  the method of authorization  and approval
  of such  contract or renewal  thereof, and no  amendment to any
  contract,  entered  into  pursuant  to  Section  6.01  of  this
  Article VI  shall be effective  unless assented to  in a manner
  consistent  with  the  requirements  of  said  Section  15,  as
  modified by  any applicable  rule, regulation  or order of  the
  Commission.


                            ARTICLE VII

              SHAREHOLDERS' VOTING POWERS AND MEETINGS

  Section 7.01.  Voting  Powers.     The Shareholders  shall have
  power to  vote  only  (i)  for  the  election  of  Trustees  as
  provided in  Article III,  Sections 3.01 and  3.02 hereof, (ii)
  for  the  removal  of  Trustees  as  provided  in Article  III,
  Section 3.03(d)  hereof, (iii) with  respect to any  investment
  advisory  or management  contract as  provided  in Article  VI,
  Sections 6.01  and 6.05 hereof,  and (iv) with  respect to such
  additional matters relating  to the Trust as may be required by
  law,   by  this  Trust  Instrument,   or  the   Bylaws  or  any
  registration of the  Trust with the Commission or any State, or
  as the Trustees may consider desirable.

       On  any matter submitted  to a  vote of  the Shareholders,
  all  Shares shall  be voted  separately  by individual  Series,
  except:   (i) when required  by the 1940  Act, Shares  shall be
  voted in the aggregate and  not by individual Series;  and (ii)
  when the  Trustees have determined that  the matter affects the
  interests of  more than one  Series, then  the Shareholders  of
  all such  affected Series  shall be entitled  to vote  thereon.
  The Trustees also  may determine that a matter affects only the
  interests of  one (1)  or more classes  of a  Series, in  which
  case  any such  matter  shall  be voted  on  by such  class  or
  classes.   Each whole  Share shall be entitled  to one (1) vote
  as to any  matter on  which it is  entitled to  vote, and  each
  fractional   Share  shall   be  entitled   to  a  proportionate
  fractional vote.   There shall  be no cumulative  voting in the
  election of  Trustees.   Shares may  be voted in  person or  by
  proxy or in any  manner provided  for in the  Bylaws.  A  proxy
  may be  given in writing.  The  Bylaws may provide that proxies
  may  also,  or may  instead,  be  given  by  any electronic  or
  telecommunications   device   or    in   any   other    manner.
  Notwithstanding anything else herein or  in the Bylaws, in  the
  event a proposal  by anyone other than the officers or Trustees
  of the Trust is submitted to a vote of the Shareholders of  one
  or more  Series or of the Trust,  or in the event  of any proxy
  contest or  proxy solicitation or proposal in opposition to any
  proposal by the officers or  Trustees of the Trust,  Shares may

  <PAGE>                         19
<PAGE>






  be voted only in person or by written proxy.  Until Shares  are
  issued, the  Trustees may exercise  all rights of  Shareholders
  and may  take any  action required  or permitted  by law,  this
  Trust Instrument or any of the Bylaws of the Trust to be  taken
  by Shareholders.

  Section 7.02.  Meetings.     The  first  Shareholders'  meeting
  shall be  held  in order  to  elect  Trustees as  specified  in
  Section 3.02 of Article III  hereof at the principal  office of
  the Trust  or such other  place as the  Trustees may designate.
  Meetings may be held within  or without the State  of Delaware.
  Special  meetings of  the  Shareholders of  any  Series may  be
  called by  the Trustees  and shall  be called  by the  Trustees
  upon the  written request of Shareholders  owning at least one-
  tenth of  the Outstanding Shares  entitled to  vote.   Whenever
  ten (10)  or more Shareholders  meeting the qualifications  set
  forth in  Section 16(c)  of the 1940  Act, as  the same may  be
  amended  from time to time,  seek the opportunity of furnishing
  materials to the other  Shareholders with  a view to  obtaining
  signatures on such  a request for a meeting, the Trustees shall
  comply with the  provisions of said Section 16(c)  with respect
  to  providing  such  Shareholders access  to  the  list of  the
  Shareholders of  record of  the Trust  or the  mailing of  such
  materials  to  such  Shareholders of  record,  subject  to  any
  rights provided to the Trust  or any Trustees provided  by said
  Section 16(c).   Notice, as  determined by the Trustees,  shall
  be given at least fifteen (15) days prior to any such meeting.

  Section 7.03.  Quorum and Required Vote.    One-third of Shares
  entitled to vote  in person or by  proxy shall be a  quorum for
  the transaction of business at  a Shareholders' meeting, except
  that where any  provision of law  or of  this Trust  Instrument
  permits or  request that holders of any  Series shall vote as a
  Series (or that  holders of  a class  shall vote  as a  class),
  then  one-third  of the  aggregate  number  of Shares  of  that
  Series (or that class) entitled  to vote shall be  necessary to
  constitute a quorum for  the transactions  of business by  that
  Series (or that  class).  Any lesser number shall be sufficient
  for adjournments.   Any  adjourned session  or sessions may  be
  held,  within a  reasonable  time after  the  date set  for the
  original  meeting,  without the  necessity  of  further notice.
  Except  when  a larger  vote  is  required  by law  or  by  any
  provision of this  Trust Instrument or the  Bylaws, a  majority
  of  the Shares  voted in  person or  by proxy  shall decide any
  questions and a plurality shall elect a Trustee,  provided that
  where any provision  of law or of this Trust Instrument permits
  or requires that the Shareholders  of any Series shall  vote as
  a Series (or  that the  holders of any  class shall  vote as  a
  class),  then a majority of the  Shares present in person or by
  proxy  of  that Series  or,  if  required  by  law, a  Majority
  Shareholder  Vote  of that  Series  (or  class),  voted on  the
  matter present in person or  by proxy shall decide  that matter

  <PAGE>                         20
<PAGE>






  insofar as that  Series (or class) is  concerned.  Shareholders
  may act by  unanimous written consent.  Actions taken by Series
  (or  class)  may be  consented  to  unanimously in  writing  by
  Shareholders of that Series.



                            ARTICLE VIII

                             CUSTODIAN

  Section 8.01.  Appointment and  Duties.    The Trustees at  all
  times  shall employ a  bank, a  company that  is a member  of a
  national securities exchange,  or a trust company,  each having
  capital, surplus  and undivided profits of at least two million
  dollars ($2,000,000) as custodian with  authority as its agent,
  but  subject  to  such  restrictions,  limitations,  and  other
  requirements, if  any, as may be contained in the Bylaws of the
  Trust:

       (1)  to hold  the securities owned  by the Trust  and
            deliver  the same  upon  written order  or  oral
            order confirmed in writing;

       (2)  to receive  and receipt  for any  moneys due  to
            the  Trust  and  deposit the  same  in  its  own
            banking department or elsewhere as the  Trustees
            may direct; and  

       (3)  to disburse such funds upon orders or vouchers;

  and the Trust also may employ such custodian as its agent:

       (4)  to  keep the books and accounts  of the Trust or
            of any Series or class  and furnish clerical and
            accounting services; and

       (5)  to  compute,  if  authorized to  do  so  by  the
            Trustees, the Net Asset Value  of any Series, or
            class   thereof,   in   accordance   with    the
            provisions  hereof;  all  upon   such  basis  of
            compensation  as may be  agreed upon between the
            Trustees and the custodian.

       The Trustees  also may authorize  the custodian to  employ
  one or  more sub-custodians from  time to time  to perform such
  of the acts and services  of the custodian, and upon such terms
  and conditions,  as may  be agreed  upon between the  custodian
  and such sub-custodian  and approved by the  Trustees, provided
  that in  every  case such  sub-custodian  shall  be a  bank,  a
  company that is  a member of a national securities exchange, or
  a trust company organized under  the laws of the  United States

  <PAGE>                         21
<PAGE>






  or one  of the states  thereof and having  capital, surplus and
  undivided profits of at least  two million dollars ($2,000,000)
  or such other person as  may be permitted by the Commission, or
  otherwise in accordance with the 1940 Act.

  Section 8.02.  Central Certificate  System.    Subject to  such
  rules, regulations,  and orders  as the  Commission may  adopt,
  the Trustees may  direct the custodian  to deposit  all or  any
  part of the securities owned by  the Trust in a system for  the
  central  handling  of  securities  established  by  a  national
  securities  exchange  or  a   national  securities  association
  registered  with the  Commission under  the Securities Exchange
  Act  of 1934,  as  amended, or  such  other  person as  may  be
  permitted by  the Commission, or  otherwise in accordance  with
  the 1940  Act, pursuant to  which system all  securities of any
  particular  class or series of any  issuer deposited within the
  system  are  treated as  fungible  and  may be  transferred  or
  pledged by bookkeeping entry without  physical delivery of such
  securities, provided  that all such  deposits shall be  subject
  to  withdrawal  only  upon  the  order  of  the  Trust  or  its
  custodians, sub-custodians or other agents.

                             ARTICLE IX

                   DISTRIBUTIONS AND REDEMPTIONS

  Section 9.01.  Distributions.

       (a)  The Trustees  from time to time  may declare  and pay
  dividends or  other distributions with  respect to any  Series.
  The amount of such  dividends or distributions and the  payment
  of  them  and whether  they  are  in cash  or  any other  Trust
  Property shall be wholly in the discretion of the Trustees.

       (b)  Dividends  and  other  distributions may  be  paid or
  made to  the Shareholders of record at the  time of declaring a
  dividend or  other distribution  or among  the Shareholders  of
  record at  such other  date or time  or dates  or times as  the
  Trustees shall  determine, which dividends or distributions, at
  the  election  of the  Trustees,  may  be  paid  pursuant to  a
  standing resolution  or resolutions adopted  only once or  with
  such frequency  as the Trustees  may determine.   The  Trustees
  may adopt and offer to  Shareholders such dividend reinvestment
  plans,  cash dividend  payout plans,  or related  plans as  the
  Trustees shall deem appropriate.

       (c)  Anything  in  this Trust  Instrument to  the contrary
  notwithstanding,  the Trustees  at  any  time may  declare  and
  distribute a stock dividend pro rata among  the Shareholders of
  a particular  Series, or class  thereof, as of  the record date
  of  that Series  fixed  as provided  in  paragraph (b)  of this
  Section 9.01.

  <PAGE>                         22
<PAGE>






  Section 9.02.  Redemptions.    In case any holder  of record of
  Shares of a  particular Series desires to dispose of his Shares
  or any portion  thereof, he may  deposit at the  office of  the
  Transfer  Agent  or other  authorized  agent of  that  Series a
  written request or such other  form of request as  the Trustees
  from time  to time may  authorize, requesting  that the  Series
  purchase  the shares in accordance with  this Section 9.02; and
  the Shareholder so requesting shall be  entitled to require the
  Series  to   purchase,  and   the  Series   or  the   Principal
  Underwriter of the  Series shall purchase his  said Shares, but
  only at  the Net Asset  Value thereof (as  described in Section
  9.03 of this Article  IX).  The  Series shall make payment  for
  any shares  to be redeemed,  as aforesaid, in  cash or property
  from the  assets of  that Series  and payment  for such  Shares
  shall be made  by the Series  or the  Principal Underwriter  of
  the Series to the Shareholder  of record within seven  (7) days
  after  the date  upon  which the  request  is effective.   Upon
  redemption, shares shall become Treasury shares and may  be re-
  issued from time to time.

  Section 9.03.  Determination  of Net Asset  Value and Valuation
  of  Portfolio Assets.     The  term "Net  Asset  Value" of  any
  Series  shall mean  that  amount by  which  the assets  of that
  Series  exceed its liabilities, all  as determined  by or under
  the direction of  the Trustees.  Such value shall be determined
  separately  for each  Series and  shall be  determined on  such
  days and  at such  times as the  Trustees may determine.   Such
  determination  shall be  made with  respect  to securities  for
  which market  quotations are readily  available, at the  market
  value of such securities; and with  respect to other securities
  and assets,  at the fair value  as determined in good  faith by
  the Trustees;  provided, however,  that  the Trustees,  without
  Shareholder   approval,  may   alter  the   method  of  valuing
  portfolio securities  insofar as permitted  under the 1940  Act
  and  the   rules,  regulations,  and   interpretations  thereof
  promulgated  or  issued   by  the  Commission  or   insofar  as
  permitted by  any Order  of  the Commission  applicable to  the
  Series.   The Trustees  may delegate  any of  their powers  and
  duties under  this Section  9.03 with  respect to valuation  of
  assets  and liabilities.   The  resulting  amount, which  shall
  represent the  total Net Asset Value  of the particular Series,
  shall be divided by  the total number of shares of  that Series
  outstanding at the time and  the quotient so obtained  shall be
  the Net Asset Value per Share of that Series.  At any time  the
  Trustees  may  cause  the  Net  Asset  Value  per   Share  last
  determined  to be determined  again in  similar manner  and may
  fix  the  time  when  such   redetermined  value  shall  become
  effective.  If, for  any reason, the net income of  any Series,
  determined  at  any time,  is a  negative amount,  the Trustees
  shall have  the power  with  respect to  that Series:   (i)  to
  offset  each Shareholder's  pro  rata  share of  such  negative
  amount from the  accrued dividend account of  such Shareholder;

  <PAGE>                         23
<PAGE>






  or (ii)  to reduce  the number  of Outstanding  Shares of  such
  Series by reducing  the number of Shares in the account of each
  Shareholder by a  pro rata portion  of the number  of full  and
  fractional Shares  which represents the  amount of such  excess
  negative  net income; or  (iii) to cause to  be recorded on the
  books  of such Series  an asset  account in the  amount of such
  negative net  income (provided  that the  same shall  thereupon
  become the property  of such Series with respect to such Series
  and shall  not be paid  to any Shareholder),  which account may
  be  reduced by the amount of dividends declared thereafter upon
  the Outstanding Shares  of such Series on the day such negative
  net income is experienced, until such  asset account is reduced
  to zero;  or (iv) to  combine the methods  described in clauses
  (i) and  (ii) and  (iii) of the  sentence; or  (v) to take  any
  other action  they deem appropriate,  in order to  cause (or in
  order  to assist in  causing) the Net Asset  Value per Share of
  such  Series to  remain at  a constant  amount per  Outstanding
  Share   immediately   after   each   such   determination   and
  declaration.  The  Trustees also shall  have the  power not  to
  declare  a  dividend out  of  net  income  for  the purpose  of
  causing  the Net  Asset Value per  share to be  increased.  The
  Trustees shall  not be required  to adopt, but at  any time may
  adopt, discontinue,  or amend the  practice of maintaining  the
  Net Asset Value per Share of the Series at a constant amount.

  Section 9.04.  Suspension of  the Right  of Redemption.     The
  Trustees may  declare a  suspension of the  right of redemption
  or postpone the  date of payment  as permitted  under the  1940
  Act.  Such  suspension shall take  effect at  such time as  the
  Trustees  shall  specify  but  not  later  than  the  close  of
  business on the business day next following  the declaration of
  suspension,  and  thereafter   there  shall  be  no   right  of
  redemption  or payment  until the  Trustees  shall declare  the
  suspension at  an end.   In  the case  of a  suspension of  the
  right  of redemption,  a Shareholder  may  either withdraw  his
  request for  redemption  or receive  payment based  on the  Net
  Asset  Value per Share next determined after the termination of
  the suspension.  In the event that any Series  are divided into
  classes, the  provisions of  this Section  9.04, to the  extent
  applicable as determined in the discretion of  the Trustees and
  consistent with applicable law, may be equally applied to  each
  such class.

  Section 9.05.  Redemption of  Shares  in  Order to  Qualify  as
  Regulated Investment  Company.   If the  Trustees, at  any time
  and  in good  faith, shall  be of  the  opinion that  direct or
  indirect ownership  of Shares of  any Series has  or may become
  concentrated in any person to an  extent which would disqualify
  any  Series  as  a  regulated   investment  company  under  the
  Internal Revenue  Code, then the Trustees  shall have the power
  (but  not   the  obligation)  by  lot  or  other  means  deemed
  equitable by  them  (i) to  call  for  redemption by  any  such

  <PAGE>                         24
<PAGE>






  person of a  number, or principal amount,  of Shares sufficient
  to  maintain  or  bring the  direct  or  indirect  ownership of
  Shares  into   conformity  with   the  requirements  for   such
  qualification  and (ii)  to refuse to  transfer or issue Shares
  to  any person  whose  acquisition of  the  Shares in  question
  would result  in such disqualification.   The redemption  shall
  be effected at  the redemption price and in the manner provided
  in this Article IX.

       The  holders of Shares, upon demand, shall disclose to the
  Trustees in  writing such  information with  respect to  direct
  and  indirect  ownership   of  Shares  as  the   Trustees  deem
  necessary  to  comply  with  the  provisions  of  the  Internal
  Revenue Code, or to comply  with the requirements of  any other
  taxing authority.


                             ARTICLE X

            LIMITATION OF LIABILITY AND INDEMNIFICATION

  Section 10.01.    Limitation  of Liability.    A Trustee,  when
  acting in such  capacity, shall not be personally liable to any
  person other than  the Trust or a beneficial owner for any act,
  omission,  or  obligation of  the  Trust  or  any  Trustee.   A
  Trustee shall  not be  liable for  any act or  omission of  any
  conduct whatsoever  in his capacity  as Trustee, provided  that
  nothing contained herein  or in the Delaware  Act shall protect
  any  Trustee  against  any  liability   to  the  Trust  or   to
  Shareholders to which  he otherwise would be subject  by reason
  of  willful  misfeasance,  bad  faith,   gross  negligence,  or
  reckless disregard of  the duties  involved in  the conduct  of
  the office of Trustee hereunder.



  Section 10.02.   Indemnification

       (a)  Subject  to the exceptions and  limitations contained
  in paragraph (b) below:

            (i)  every person  who is, or has been, a  Trustee or
  officer of  the Trust  (hereinafter referred to  as a  "Covered
  Person")  shall be  indemnified  by the  Trust  to the  fullest
  extent  permitted by  law  against  liability and  against  all
  expenses  reasonably incurred or paid by him in connection with
  any claim,  action, suit,  or proceeding  in  which he  becomes
  involved as  a party  or otherwise  by virtue of  his being  or
  having been  a Trustee or  officer and against  amounts paid or
  incurred by him in the settlement thereof; and



  <PAGE>                         25
<PAGE>






            (ii)    the  words  "claim,"   "action,"  "suit,"  or
  "proceeding"  shall apply  to all  claims,  actions, suits,  or
  proceedings (civil,  criminal,  or other,  including  appeals),
  actual  or threatened,  while in office  or thereafter, and the
  words  "liability"   and  "expenses"  shall   include,  without
  limitation, attorneys' fees,  costs, judgments, amounts paid in
  settlement, fines, penalties, and other liabilities.

       (b)   No indemnification shall  be provided hereunder to a
  Covered Person:

            (i)   who shall have  been adjudicated by  a court or
  body before which the proceeding  was brought (A) to  be liable
  to  the  Trust  or  its  Shareholders  by  reason  of   willful
  misfeasance,  bad   faith,   gross  negligence,   or   reckless
  disregard of the duties involved  in the conduct of  his office
  or  (B)  not to  have  acted in  good faith  in  the reasonable
  belief that his action was  in the best interest of  the Trust;
  or

            (ii)  in  the event of a settlement, unless there has
  been  a  determination that  such  Trustee or  officer  did not
  engage in willful misfeasance, bad  faith, gross negligence, or
  reckless disregard  of the duties  involved in  the conduct  of
  his office:

                 (A)   by the  court or other  body approving the
  settlement;

                 (B)   by at least  a majority of those  Trustees
  who  neither  are  Interested  Persons of  the  Trust  nor  are
  parties to the matter based upon a review of  readily-available
  facts (as opposed to a full trial-type inquiry); or

                 (C)   by  written opinion  of independent  legal
  counsel  based upon  a review  of  readily-available facts  (as
  opposed to a full trial-type  inquiry); provided, however, that
  any  Shareholder,   by  appropriate   legal  proceedings,   may
  challenge  any  such  determination  by   the  Trustees  or  by
  independent counsel.

       (c)  The rights of indemnification herein provided may  be
  insured  against by policies maintained by  the Trust, shall be
  severable,  shall  not be  exclusive  of  or affect  any  other
  rights to  which any  Covered Person  may now  or hereafter  be
  entitled, shall continue as to a person who has ceased to be  a
  Covered Person and  shall inure to  the benefit  of the  heirs,
  executors,  and  administrators  of such  a  person.    Nothing
  contained herein shall affect any  rights to indemnification to
  which Trust  personnel, other than  Covered Persons, and  other
  persons may be entitled by contract or otherwise under law.


  <PAGE>                         26
<PAGE>






       (d)  Expenses  in  connection  with  the  preparation  and
  presentation  of  a  defense to  any  claim,  action,  suit, or
  proceeding of the character described in  paragraph (a) of this
  Section 10.02  may be paid by the Trust  or Series from time to
  time prior to  final disposition  thereof upon  receipt of  any
  undertaking by  or on behalf  of such Covered  Person that such
  amount will be paid  over by him to  the Trust or Series if  it
  ultimately  is   determined  that   he  is   not  entitled   to
  indemnification under  this Section  10.02; provided,  however,
  that  either  (a)  such  Covered  Person  shall  have  provided
  appropriate security  for such  undertaking, (b)  the Trust  is
  insured  against  losses  arising  out   of  any  such  advance
  payments, or  (c) either  a majority  of the  Trustees who  are
  neither  Interested Persons  of  the Trust  nor parties  to the
  matter,  or independent  legal counsel  in  a written  opinion,
  shall  have  determined,  based  upon   a  review  of  readily-
  available facts  (as opposed  to a  trial-type inquiry or  full
  investigation), that  there is  a reason  to believe  that such
  Covered Person will be found  entitled to indemnification under
  this Section 10.02.

  Section 10.03.    Shareholders.    In  case any Shareholder  or
  former  Shareholder   of  any  Series  shall   be  held  to  be
  personally liable solely  by reason of his being or having been
  a Shareholder of  such Series and  not because of  his acts  or
  omissions or for  some other reason, the Shareholder  or former
  Shareholder (or his  heirs, executors, administrators, or other
  legal representatives,  or, in  the  case of  a corporation  or
  other entity, its  corporate or other general  successor) shall
  be  entitled out  of  the assets  belonging  to the  applicable
  Series  to be  held harmless  from and  indemnified against all
  loss and  expense arising from  such liability.   The Trust, on
  behalf  of the affected Series,  shall assume,  upon request by
  the  Shareholder, the  defense of  any claim  made  against the
  Shareholder  for  any  act or  obligation  of  the  Series  and
  satisfy any judgment thereon from the assets of the Series.


                             ARTICLE XI

                           MISCELLANEOUS

  Section 11.01.     Trust  Not a  Partnership.    It  is  hereby
  expressly  declared  that a  trust  and  not a  partnership  is
  created hereby.  No Trustee  hereunder shall have any  power to
  bind   personally   either   the   Trust's   officers   or  any
  Shareholder.    All persons  extending  credit to,  contracting
  with, or having  any claim against  the Trust  or the  Trustees
  shall look only to the assets of the appropriate  Series or (if
  the Trustees shall  have yet  to have  established the  Series)
  the  Trust for payment under  such credit,  contract, or claim;
  and  neither  the Shareholders  nor  the Trustees,  nor  any of

  <PAGE>                         27
<PAGE>






  their  agents,  whether  past, present,  or  future,  shall  be
  personally liable therefore.  Nothing  in this Trust Instrument
  shall  protect a  Trustee against  any liability  to which  the
  Trustee  otherwise  would  be  subject  by  reason  of  willful
  misfeasance,   bad  faith,   gross   negligence,  or   reckless
  disregard of the duties involved  in the conduct of  the office
  of Trustee hereunder.

  Section 11.02.     Trustee's Good Faith  Action; Expert Advice;
  No  Bond or Surety.     The exercise  by the Trustees  of their
  powers  and  discretions  hereunder  in  good  faith  and  with
  reasonable care under  the circumstances then prevailing  shall
  be  binding   upon  everyone  interested.     Subject  to   the
  provisions of Article  X hereof and  to Section  11.01 of  this
  Article XI,  the Trustees  shall not  be liable  for errors  of
  judgment or  mistakes of  fact or law.   The Trustees  may take
  advice of counsel  or other experts with respect to the meaning
  and operation  of  the Trust  Instrument, and,  subject to  the
  provisions  of Article  X  hereof  and  Section 11.01  of  this
  Article XI,  shall  be  under  no  liability  for  any  act  or
  omission  in accordance  with  such advice  or  for failing  to
  follow such  advice.   The Trustees  shall not  be required  to
  give any bond as such, nor any surety if a bond is obtained.

  Section 11.03.   Establishment  of Record Dates.   The Trustees
  may close  the Share transfer books  of the Trust for  a period
  not  exceeding  sixty  (60)  days  preceding the  date  of  any
  meeting of Shareholders,  or the date  for the  payment of  any
  dividends  or  other   distributions,  or  the  date   for  the
  allotment of rights,  or the date when any change or conversion
  or  exchange of  Shares shall  go into  effect; or  in lieu  of
  closing the  stock transfer  books as  aforesaid, the  Trustees
  may fix  in  advance a  date,  not  exceeding sixty  (60)  days
  preceding the date  of any meeting of Shareholders, or the date
  for payment of  any dividend or other distribution, or the date
  for the allotment  of rights, or  the date when  any change  or
  conversion or exchange  of shares shall  go into  effect, as  a
  record date for the determination  of the Shareholders entitled
  to notice of, and  to vote at, any such meeting, or entitled to
  receive payment of any such dividend or  other distribution, or
  to  any such allotment of rights, or  to exercise the rights in
  respect of  any such change, conversion, or exchange of Shares,
  and,   in  such   case,  such   Shareholders   and  only   such
  Shareholders as shall  be Shareholders of record on the date so
  fixed shall be  entitled to  such notice  of, and  to vote  at,
  such meeting, or to receive  payment of such dividend  or other
  distribution,  or to  receive such allotment  or rights,  or to
  exercise such rights,  as the case may be,  notwithstanding any
  transfer of  any Shares  on the  books of  the Trust after  any
  such date fixed as aforesaid.

  Section 11.04.   Termination of Trust

  <PAGE>                         28
<PAGE>






       (a)   This Trust shall continue without limitation of time
  but subject to  the provisions of paragraph (b) of this Section
  11.04.

       (b)  The Trustees, subject to a Majority Shareholder  Vote
  of each Series affected by the matter, or, if applicable, to  a
  Majority Shareholder Vote of the  Trust, and subject to  a vote
  of a majority of the Trustees, may:

            (i) sell and  convey all or substantially  all of the
  assets of  the Trust or  any affected Series  to another trust,
  partnership,  association,  or corporation,  or  to a  separate
  series  of  shares thereof,  organized  under the  laws  of any
  state, which  trust, partnership,  association, or  corporation
  is an investment  company as defined in  the 1940 Act, or  is a
  series thereof, for  adequate consideration  which may  include
  the  assumption  of all  outstanding  obligations,  taxes,  and
  other  liabilities, accrued or contingent,  of the Trust or any
  affected Series,  and which  may include  shares of  beneficial
  interest, stock,  or other ownership  interests of such  trust,
  partnership,  association,  or  corporation  or  of  a   series
  thereof; or

            (ii) at any  time, sell and convert into money all of
  the assets of the Trust or any affected Series.

       Upon making reasonable  provision, in the determination of
  the  Trustees, for  the  payment  of  all such  liabilities  in
  either  (i)  or  (ii)  of   this  Section  11.04(b),  by   such
  assumption or  otherwise,  the  Trustees shall  distribute  the
  remaining  proceeds or  assets  (as the  case  may be)  of each
  Series (or class) ratably among  the holders of Shares  of that
  Series then outstanding.

       (c)  Upon completion of the distribution of the  remaining
  proceeds  or the remaining assets  as provided in paragraph (b)
  of this Section 11.04, the  Trust or any affected  Series shall
  terminate and  the Trustees and the  Trust shall  be discharged
  of any  and all  further liabilities  and duties hereunder  and
  the right, title, and interest  of all parties with  respect to
  the Trust or Series shall be canceled and discharged.

       Upon  termination of  the Trust,  following completion  of
  winding up of  the Trust's business, the Trustees shall cause a
  certificate  of  cancellation of  the  Trust's  certificate  of
  trust to  be filed in  accordance with the  Delaware Act, which
  certificate of cancellation may be signed by any one Trustee.

  Section 11.05.     Reorganization.    Notwithstanding  anything
  else  herein, the  Trustees,  in order  to  change the  form of
  organization  of  the  Trust,  may,  without prior  Shareholder
  approval, (i)  cause the Trust  (or a Series  of the  Trust) to

  <PAGE>                         29
<PAGE>






  merge  or consolidate  with  or into  one  (1) or  more trusts,
  partnerships, associations,  or  corporations  so long  as  the
  surviving  or  resulting  entity  is   an  open-end  management
  investment company under  the 1940 Act, or is a series thereof,
  that will  succeed to or assume  the Trust's registration under
  that Act and  which is formed, organized, or existing under the
  laws  of  a  state,  commonwealth,  territory,  possession,  or
  colony of  the  United  States  or  (ii)  cause  the  Trust  to
  incorporate  under the  laws  of the  State  of Delaware.   Any
  agreement of merger  or consolidation or certificate  of merger
  may  be  signed   by  a  majority  of  Trustees  and  facsimile
  signature conveyed  by  electronic or  telecommunication  means
  shall be valid.

       Pursuant  to and  in  accordance  with the  provisions  of
  Section  3815(f)  of  the  Delaware  Act,  and  notwithstanding
  anything to  the contrary contained  in this Trust  Instrument,
  an  agreement  of  merger  or  consolidation  approved  by  the
  Trustees in accordance  with this Section 11.05  may effect any
  amendment to the Trust Instrument  or effect the adoption  of a
  new  trust  instrument  of  the  Trust  if  the  Trust  is  the
  surviving or resulting trust in the merger or consolidation.

  Section 11.06.    Filing of Copies; References; Headings.   The
  original or  a copy of  this Trust Instrument  and the original
  or  a  copy  of  each  amendment  hereof  or  Trust  Instrument
  supplemental hereto  shall be kept  at the office  of the Trust
  where it may be inspected  by any Shareholder.   Anyone dealing
  with the  Trust may  rely on  a  certificate by  an officer  or
  Trustee  of the Trust as to whether  or not any such amendments
  or supplements  have  been  made  and  as  to  any  matters  in
  connection with the Trust hereunder, and, with the same  effect
  as if it were the original, may rely on a  copy certified by an
  officer  or Trustee of  the Trust  to be  a copy of  this Trust
  Instrument  or of  any  such  amendment or  supplemental  Trust
  Instrument, and  references to this  Trust Instrument, and  all
  expressions  such as  or  similar  to "herein,"  "hereof,"  and
  "hereunder" shall be deemed to  refer to this Trust  Instrument
  as  amended  or   affected  by  any  such   supplemental  Trust
  Instrument.    All expressions  such  as or  similar  to "his,"
  "he," and "him"  shall be deemed  to include  the feminine  and
  neuter, as  well as masculine,  genders.   Headings are  placed
  herein for  convenience of reference  only and, in  case of any
  conflict, the  text of this  Trust Instrument, rather than  the
  headings,  shall  control.    This   Trust  Instrument  may  be
  executed in any number of  counterparts each of which  shall be
  deemed an original.

  Section 11.07.   Applicable Law.   The trust set forth  in this
  instrument is made in the State of Delaware, and the Trust  and
  this  Trust Instrument, and the  rights and  obligations of the
  Trustees and Shareholders hereunder,  are to be governed by and

  <PAGE>                         30
<PAGE>






  construed and  administered according to  the Delaware Act  and
  the  laws of  said State; provided,  however, that  there shall
  not be  applicable to  the Trust,  the Trustees  or this  Trust
  Instrument (a)  the provisions of  Section 3540 of  Title 12 of
  the Delaware Code  or (b) any provisions of the laws (statutory
  or common)  of the State  of Delaware (other  than the Delaware
  Act) pertaining to trusts which  relate to or regulate  (i) the
  filing  with  any  court or  governmental  body  or  agency  of
  trustee  accounts or  schedules of  trustee  fees and  charges,
  (ii)  affirmative  requirements to  post  bonds  for  trustees,
  officers, agents, or  employees of a trust, (iii) the necessity
  for obtaining court  or other governmental approval  concerning
  the acquisition,  holding, or disposition  of real or  personal
  property,  (iv)  fees  or  other   sums  payable  to  trustees,
  officers, agents, or employees  of a trust, (v)  the allocation
  of  receipts and  expenditures to  income  and principal,  (vi)
  restrictions or limitations on the  permissible nature, amount,
  or concentration  of trust investments or requirements relating
  to the  titling, storage, or  other manner of  holding of trust
  assets,  or  (vii)  the establishment  of  fiduciary  or  other
  standards or  responsibilities or  limitations on  the acts  or
  powers   of  trustees,   which   are  inconsistent   with   the
  limitations or  liabilities or  authorities and  powers of  the
  Trustees  set forth  or referenced  in  this Trust  Instrument.
  The Trust  shall be  of the  type commonly  called a  "business
  trust," and, without limiting the  provisions hereof, the Trust
  may exercise  all powers  or privileges  afforded to  trusts or
  actions that may  be engaged in  by trusts  under the  Delaware
  Act, and  the absence  of a  specific reference  herein to  any
  such  power, privilege,  or  action shall  not  imply that  the
  Trust may not  exercise such power  or privilege  or take  such
  actions.

  Section 11.08.    Amendments.   Except as specifically provided
  herein, the  Trustees, without Shareholder  vote, may amend  or
  otherwise  supplement  this  Trust  Instrument   by  making  an
  amendment,  a  Trust  Instrument  supplemental  hereto,  or  an
  amended  and restated  trust  instrument.   Shareholders  shall
  have the right to vote (i) on any amendment which would  affect
  their right  to vote  granted in  Section 7.01  of Article  VII
  hereof, (ii) on any amendment  to this Section 11.08,  (iii) on
  any  amendment as  may be  required by  law or  by the  Trust's
  registration statement filed  with the Commission, and  (iv) on
  any amendment  submitted to the  Shareholders by the  Trustees.
  Any  amendment  required  or  permitted   to  be  submitted  to
  Shareholders which,  as the  Trustees  determine, shall  affect
  the Shareholders of one or  more Series shall be  authorized by
  vote of  the Shareholders of  each Series affected  and no vote
  of  Shareholders of  a Series  not affected  shall be required.
  Notwithstanding anything else herein, any  amendment to Article
  X hereof  shall  not limit  the  rights to  indemnification  or


  <PAGE>                         31
<PAGE>






  insurance provided therein  with respect to action  or omission
  of Covered Persons prior to such amendment.

  Section 11.09.    Fiscal Year.    The fiscal year of  the Trust
  shall end  on  a specified  date as  set forth  in the  Bylaws,
  provided,  however,  that  the  Trustees,  without  Shareholder
  approval, may change the fiscal year of the Trust.

  Section  11.10.     Provisions  in Conflict  With  Law.     The
  provisions of this  Trust Instrument are severable,  and if the
  Trustees shall determine,  with the advice of counsel, that any
  of such provisions is  in conflict with the 1940  Act, with the
  regulated  investment  company   provisions  of  the   Internal
  Revenue Code,  or with other  applicable laws and  regulations,
  the  conflicting  provision  shall  be  deemed  never  to  have
  constituted  a   part  of  this   Trust  Instrument;  provided,
  however, that  such determination shall  not affect any of  the
  remaining  provisions   of  this  Trust  Instrument  or  render
  invalid or improper any action  taken or omitted prior  to such
  determination.   If  any  provision  of this  Trust  Instrument
  shall  be  held  invalid  or improper,  unenforceability  shall
  attach  only to  such provision in  such jurisdiction and shall
  not  in  any  manner  affect  such  provisions  in  any   other
  jurisdiction or  any other provision  of this Trust  Instrument
  in any jurisdiction.




























  <PAGE>                         32
<PAGE>






       IN  WITNESS WHEREOF,  the undersigned,  being  all of  the
  initial Trustees  of the Trust,  have executed this  instrument
  this 25th day of January, 1996.


                                     /s/ Daniel L. O'Connor      
                                     Daniel   L.   O'Connor,   as
  Trustee
                                       and not individually


                                     /s/ Bruce C. Ellis          
                                     Bruce C. Ellis, as Trustee 
                                       and not individually


                                     /s/ Jeffrey R.  Ellis       
                                     Jeffrey    R.   Ellis,    as
  Trustee 
                                       and not individually


                                     /s/  Rita A. Gardner        
                                     Rita A. Gardner, as Trustee
                                       and not individually


                                     /s/  Richard J. Garvey      
                                     Richard   J.    Garvey,   as
  Trustee 
                                       and not individually


                                     /s/ Michael D.  Lange       
                                     Michael    D.   Lange,    as
  Trustee
                                       and not individually


                                     /s/ Patrick F. Noonan       
                                     Patrick   F.    Noonan,   as
  Trustee
                                       and not individually


                                     /s/ Leo Seybold             
                                     Leo Seybold, as Trustee 
                                       and not individually





  <PAGE>                         33
<PAGE>


































                             EXHIBIT 2 

                               Bylaws
<PAGE>






























                   FUND FOR GOVERNMENT INVESTORS

                               BYLAWS


























  <PAGE>
<PAGE>






                   FUND FOR GOVERNMENT INVESTORS


                               BYLAWS


       These  Bylaws  of  Fund  For  Government  Investors   (the
  "Trust"),  a  Delaware  business  trust,  are  subject  to  the
  Trust's Declaration of  Trust, dated January  25, 1996, as from
  time to  time amended,  supplemented, or  restated (the  "Trust
  Instrument").  Capitalized terms used  herein which are defined
  in the Trust Instrument are used as therein defined.


                             ARTICLE I
                          PRINCIPAL OFFICE

       The principal  office  of the  Trust shall  be located  in
  Bethesda,  Maryland or  such other  location  as the  Trustees,
  from time to time, may determine.   The Trust may establish and
  maintain  such other  offices  and places  of  business as  the
  Trustees, from time to time, may determine.


                             ARTICLE II
                    OFFICERS AND THEIR ELECTION

  Section 1.     Officers.    The officers of the  Trust shall be
  President, a  Treasurer, a Secretary,  and such other  officers
  as the Trustees from  time to time may elect.  The Trustees may
  delegate to any officer or  committee the power to  appoint any
  subordinate officers or  agents.  It shall not be necessary for
  any Trustee or officer to be a holder of Shares in the Trust.

  Section 2.     Election  of  Officers.      The  Treasurer  and
  Secretary shall  be  chosen by  the  Trustees.   The  President
  shall  be chosen by  and from  the Trustees.   Two (2)  or more
  offices  may be held  by a single person  except the offices of
  President and Secretary.  Subject to  the provisions of Section
  13  hereof, the  President, the  Treasurer,  and the  Secretary
  shall each hold  office until  their successors are  chosen and
  qualified and  all  other officers  shall  hold office  at  the
  pleasure of the Trustees.

  Section 3.     Resignations.    Any  officer of  the Trust  may
  resign, notwithstanding Section  2 hereof, by filing  a written
  resignation   with   the  President,   the  Trustees,   or  the
  Secretary,  which resignation  shall take  effect  on being  so
  filed or at such time as may be therein specified.




  <PAGE>
<PAGE>






                            ARTICLE III
             POWERS AND DUTIES OF OFFICERS AND TRUSTEES

  Section 1.     Management  of  the   Trust;  General.       The
  business  and affairs  of  the Trust  shall  be managed  by, or
  under  the direction of, the  Trustees, and  the Trustees shall
  have  all powers  necessary and  desirable to  carry  out their
  responsibilities, so  far as such  powers are not  inconsistent
  with the laws of the  State of Delaware, the  Trust Instrument,
  or with these Bylaws.

  Section 2.     Executive and Other  Committees.   The  Trustees
  may elect from their  own number an executive committee,  which
  shall have  any or  all the powers  of the  Trustees while  the
  Trustees are not in session.  The  Trustees also may elect from
  their  own number  other  committees from  time  to time.   The
  number composing such committees and  the powers conferred upon
  the same are  to be  determined by vote  of a  majority of  the
  Trustees.    All members  of  such committees  shall  hold such
  offices at  the pleasure  of the  Trustees.   The Trustees  may
  abolish  any such  committee  at any  time.   Any  committee to
  which  the  Trustees delegate  any  of their  powers  or duties
  shall  keep  records  of  its  meetings  and shall  report  its
  actions to  the Trustees.   The  Trustees shall  have power  to
  rescind any  action of  any committee, but  no such  rescission
  shall have retroactive effect.

  Section 3.     Compensation.   Each Trustee and each  committee
  member  may receive  such  compensation  for his  services  and
  reimbursement for his  expenses as may  be fixed  from time  to
  time by resolution of the Trustees.

  Section 4.     Chairman of the  Trustees.   The  Trustees shall
  appoint from among their number  a Chairman who shall  serve as
  such at the pleasure of the  Trustees.  When present, he  shall
  preside  at all meetings of  the Shareholders and the Trustees,
  and he may appoint, subject to the  approval of the Trustees, a
  Trustee  to preside at such meetings  in his absence.  He shall
  perform such other  duties as the  Trustees from  time to  time
  may designate.

  Section 5.     President.    The President  shall be the  chief
  executive officer of  the Trust and, subject  to the  direction
  of  the Trustees,  shall  have  general administration  of  the
  business and policies  of the Trust.   Except  as the  Trustees
  otherwise may  order, the  President  shall have  the power  to
  grant,  issue,  execute,  or  sign  such  powers  of  attorney,
  proxies,  agreements,  or  other documents  as  may  be  deemed
  advisable  or necessary  in the furtherance  of the interest of
  the Trust or any Series thereof.  He  also shall have the power
  to  employ  attorneys,  accountants,  and  other  advisers  and
  agents and counsel  for the Trust.  The President shall perform

  <PAGE>                         2
<PAGE>






  such duties additional  to all of the foregoing as the Trustees
  from time to time may designate.

  Section 6.     Treasurer.       The  Treasurer  shall   be  the
  principal financial and  accounting officer  of the Trust.   He
  shall deliver all funds and  securities of the Trust  which may
  come  into his  hands  to such  company  as the  Trustees shall
  employ as  Custodian in  accordance with  the Trust  Instrument
  and  applicable  provisions  of  law.   He  shall  make  annual
  reports  regarding the  business and  condition  of the  Trust,
  which  reports shall  be  preserved in  Trust  records, and  he
  shall furnish  such other  reports regarding  the business  and
  condition of  the Trust as the  Trustees from time  to time may
  require.   The Treasurer shall  perform such additional  duties
  as the Trustees from time to time may designate.

  Section 7.     Secretary.     The  Secretary  shall  record  in
  books kept for  the purpose all  votes and  proceedings of  the
  Trustees  and  the Shareholders  at their  respective meetings.
  He  shall have  the custody  of the  seal  of the  Trust.   The
  Secretary shall perform such additional  duties as the Trustees
  from time to time may designate.

  Section 8.     Vice  President.    Any  Vice  President of  the
  Trust  shall  perform  such  duties  as  the  Trustees  or  the
  President from time to  time may designate.  At the  request or
  in  the  absence  or  disability  of the  President,  the  Vice
  President (or,  if there are  two (2) or  more Vice Presidents,
  then the  senior of  the Vice  Presidents present  and able  to
  act)  may perform all the duties of  the President and, when so
  acting, shall have all the powers of and be subject to all  the
  restrictions upon the President.

  Section 9.     Assistant Treasurer.    Any Assistant  Treasurer
  of the Trust shall perform such  duties as the Trustees or  the
  Treasurer from time  to time may designate, and, in the absence
  of the Treasurer,  the senior Assistant Treasurer,  present and
  able to act, may perform all the duties of the Treasurer.

  Section 10.    Assistant Secretary.    Any Assistant  Secretary
  of  the Trust shall perform such duties  as the Trustees or the
  Secretary from time  to time may designate, and, in the absence
  of the Secretary,  the senior Assistant Secretary,  present and
  able to act, may perform all the duties of the Secretary.

  Section 11.    Subordinate Officers.    The Trustees  from time
  to time  may  appoint such  other  officers  or agents  as  the
  Trustees  may deem  advisable,  each of  whom  shall have  such
  title,  hold office  for such period,  have such authority, and
  perform  such  duties  as  the  Trustees  may determine.    The
  Trustees  from time to  time may  delegate to  one (1)  or more
  officers or  committees of  Trustees the power  to appoint  any

  <PAGE>                         3
<PAGE>






  such  subordinate officers  or agents  and  to prescribe  their
  respective terms of office, authorities, and duties.

  Section 12.    Surety Bonds.     The Trustees  may require  any
  officer or agent  of the Trust  to execute  a bond  (including,
  without  limitation,  any   bond  required  by  the  Investment
  Company Act  of 1940, as amended ("the 1940 Act") and the rules
  and  regulations  of the  Securities  and  Exchange  Commission
  ("Commission")) to the Trust in  such sum and with  such surety
  or sureties  as the  Trustees may  determine, conditioned  upon
  the faithful  performance of such  officer's or agent's  duties
  to the  Trust including responsibility  for negligence and  for
  the  accounting  of  any of  the  Trust's  property, funds,  or
  securities that may come into such officer's or agent's hands.

  Section 13.    Removal.     Any  officer  of the  Trust  may be
  removed from  office whenever in  the judgment of the  Trustees
  the best interest of the  Trust will be served thereby,  by the
  vote  of  a majority  of  the  Trustees  given  at any  regular
  meeting or any special meeting  of the Trustees.   In addition,
  any  officer  or   agent  appointed  in  accordance   with  the
  provisions of Section  11 hereof may be removed, either with or
  without cause, by any officer  upon whom such power  of removal
  shall have been conferred by the Trustees.

  Section 14.    Remuneration.        The   salaries   or   other
  compensation, if any,  of the officers  of the  Trust shall  be
  fixed from time to time by resolution of the Trustees.


                             ARTICLE IV
                       SHAREHOLDERS' MEETING

  Section 1.     Special Meetings.     A special  meeting of  the
  Shareholders  shall be  called by  the  Secretary whenever  (i)
  ordered by the  Trustees or (ii)  requested in  writing by  the
  holder or  holders  of  at  least  ten  percent  (10%)  of  the
  Outstanding Shares  entitled to vote.   If the  Secretary, when
  so  ordered or  requested, refuses  or neglects  for more  than
  thirty (30) days  to call such special meeting, the Trustees or
  the Shareholders  so requesting, in the  name of the Secretary,
  may call the  meeting by giving  notice thereof  in the  manner
  required  when  notice is  given  by  the  Secretary.   If  the
  meeting is a  meeting of  the Shareholders of  one (1) or  more
  Series  or  classes  of  Shares,  but  not  a  meeting  of  all
  Shareholders of the Trust,  then only  special meetings of  the
  Shareholders of  such one (1)  or more Series  or classes shall
  be called  and only the  Shareholders of such  one (1) or  more
  Series  or classes shall  be entitled to notice  of and to vote
  at such meeting.



  <PAGE>                         4
<PAGE>






  Section 2.     Notices.   Except as  above provided, notices of
  any  meeting  of   the  Shareholders  shall  be  given  by  the
  Secretary by  delivering or mailing,  postage prepaid, to  each
  Shareholder  entitled  to  vote at  said  meeting,  written  or
  printed  notification of  such meeting  at  least fifteen  (15)
  days before the meeting, to  such address as may  be registered
  with the Trust by the  Shareholder.  Notice of  any Shareholder
  meeting  need not  be  given to  any  Shareholder if  a written
  waiver of  notice, executed  before or  after such  meeting, is
  filed with  the record of  such meeting, or  to any Shareholder
  who shall  attend such meeting  in person or by  proxy.  Notice
  of adjournment  of a Shareholders'  meeting to another time  or
  place need not be given, if  such time and place are  announced
  at the  meeting  and  reasonable  notice is  given  to  persons
  present  at  the meeting  and  the  adjourned  meeting is  held
  within a  reasonable time after  the date set  for the original
  meeting.

  Section 3.     Voting-Proxies.    Subject to the provisions  of
  the Trust  Instrument, Shareholders entitled  to vote may  vote
  either  in person  or  by proxy,  provided  that either  (i) an
  instrument  authorizing such  proxy to  act is  executed by the
  Shareholder  in writing  and  dated not  more than  eleven (11)
  months before the meeting, unless  this instrument specifically
  provides for  a longer  period or  (ii) the  Trustees adopt  by
  resolution an  electronic, telephonic,  computerized, or  other
  alternative to  execution of a  written instrument  authorizing
  the proxy to  act, which authorization is received no more than
  eleven  (11)  months  before the  meeting.    Proxies  shall be
  delivered  to  the Secretary  of  the  Trust or  other  persons
  responsible for  recording the proceedings before  being voted.
  A proxy with respect to Shares held  in the name of two (2)  or
  more  persons shall  be valid  if executed  by one  (1) of them
  unless at  or  prior  to  exercise  of  such  proxy  the  Trust
  receives specific written  notice to the contrary from  any one
  (1) of  them.   Unless otherwise specifically  limited by their
  terms, proxies shall  entitle the holder thereof to vote at any
  adjournment of a meeting.   A proxy purporting to  be exercised
  by or on  behalf of a Shareholder shall  be deemed valid unless
  challenged at  or  prior to  its  exercise  and the  burden  of
  providing  invalidity shall  rest  on the  challenger.   At all
  meetings of  the Shareholders, unless  the voting is  conducted
  by inspectors, all questions relating  to the qualifications of
  voters,  the  validity  of  proxies,   and  the  acceptance  or
  rejection of  votes shall  be decided  by the  Chairman of  the
  meeting.  Except as otherwise  provided herein or in  the Trust
  Instrument, as  these By-laws or such  Trust Instrument  may be
  amended  or  supplemented  from  time   to  time,  all  matters
  relating  to the  giving, voting, or  validity of proxies shall
  be governed  by the  General Corporation  Law of  the State  of
  Delaware  relating  to  proxies,  and judicial  interpretations


  <PAGE>                         5
<PAGE>






  thereunder,  as if the  Trust were  a Delaware  corporation and
  the Shareholders were shareholders of a Delaware corporation.

  Section 4.     Place of Meeting.   All special  meetings of the
  Shareholders shall  be held at the  principal place of business
  of  the Trust or  at such other place  in the  United States as
  the Trustees may designate.

  Section 5.     Action Without  a Meeting.     Any action  to be
  taken by Shareholders  may be taken  without a  meeting if  all
  Shareholders entitled  to vote  on the  matter  consent to  the
  action in writing and the  written consents are filed  with the
  records  of  meetings  of  Shareholders of  the  Trust.    Such
  consent  shall be  treated  for all  purposes  as a  vote  at a
  meeting  of  the  Trustees  held  at  the  principal  place  of
  business of the Trust.


                             ARTICLE V
                         TRUSTEES' MEETINGS

  Section 1.     Special  Meetings.     Special meetings  of  the
  Trustees  may be called orally or in writing by the Chairman of
  the Board of Trustees or any two (2) other Trustees.

  Section 2.     Regular  Meetings.     Regular  meetings of  the
  Trustees may be  held at such places  and at such times  as the
  Trustees  from time to time may determine; each Trustee present
  at  such determination  shall  be deemed  a  party calling  the
  meeting and no call  or notice will be required to such Trustee
  provided   that  any   Trustee   who   is  absent   when   such
  determination   is  made   shall  be   given   notice  of   the
  determination  by the Chairman or  any two  (2) other Trustees,
  as provided for in Section 4.04 of the Trust Instrument.

  Section 3.     Quorum.     A  majority  of the  Trustees  shall
  constitute a  quorum for  the  transaction of  business and  an
  action of a majority of  the quorum shall constitute  action of
  the Trustees.

  Section 4.     Notice.   Except  as otherwise provided,  notice
  of any  special meeting of the  Trustees shall be given  by the
  party calling the meeting to  each Trustee, as provided  for in
  Section 4.04 of the Trust Instrument.  A written notice  may be
  mailed, postage  prepaid, addressed  to him  at his  address as
  registered on the  books of the Trust or, if not so registered,
  at his last known address.

  Section 5.     Place of Meeting.   All special  meetings of the
  Trustees shall  be held at  the principal place  of business of
  the Trust  or such other  place as the  Trustees may designate.
  Any meeting may adjourn to any place.

  <PAGE>                         6
<PAGE>






  Section 6.     Special Action.    When  all the Trustees  shall
  be present at  any meeting, however called or wherever held, or
  shall assent to the holding  of the meeting without  notice, or
  shall sign  a written assent  thereto filed with  the record of
  such meeting,  the acts  of such meeting  shall be valid  as if
  such meeting had been regularly held.

  Section 7.     Action By Consent.   Any  action by the Trustees
  may be taken without a meeting if  a written consent thereto is
  signed by all  the Trustees and filed  with the records of  the
  Trustees' meeting.   Such  consent shall  be  treated, for  all
  purposes, as a  vote at a meeting  of the Trustees held  at the
  principal place of business of the Trustees.

  Section 8.     Participation   in   Meetings    By   Conference
  Telephone.     Subject  to the  requirements  of the  1940 Act,
  Trustees  may   participate  in  a   meeting  of  Trustees   by
  conference telephone  or  similar communications  equipment  by
  means  of which all  persons participating  in the  meeting can
  hear  each  other,  and  such  participation  shall  constitute
  presence in person at such  meeting.  Any meeting  conducted by
  telephone  shall  be deemed  to  take  place  at  and from  the
  principal office of the Trust.


                             ARTICLE VI
                   SHARES OF BENEFICIAL INTEREST

  Section 1.     Beneficial Interest.    The  beneficial interest
  in  the  Trust   at  all  times  shall  be  divided  into  such
  transferable  Shares of  one (1) or  more separate and distinct
  Series, or classes thereof, as  the Trustees from time  to time
  shall  create  and  establish.     The  number  of   Shares  is
  unlimited,  and  each Share  of  each Series  or  class thereof
  shall  be  without  par value  and  shall  represent  an  equal
  proportionate interest  with each  other Share  in the  Series,
  none  having priority or preference over another, except to the
  extent  that such  priorities  or preferences  are  established
  with respect  to one (1)  or more classes  of shares consistent
  with applicable law and any rule or order of the Commission.

  Section 2.     Transfer  of Shares.    The Shares  of the Trust
  shall be  transferable,  so as  to  affect  the rights  of  the
  Trust, only by transfer recorded on the books of the  Trust, in
  person or by attorney.

  Section 3.     Equitable Interest Not  Recognized.   The  Trust
  shall be  entitled to treat the  holder of record of  any Share
  or  Shares  of  beneficial  interest  as  the  holder  in  fact
  thereof, and shall not be  bound to recognize any  equitable or
  other claim or interest  in such Share or Shares on the part of


  <PAGE>                         7
<PAGE>






  any  other person except as otherwise may be expressly provided
  by law.

  Section 4.     Share Certificate.    If and when  the Trustees,
  in their  discretion, so authorize,  each Shareholder shall  be
  entitled to a  certificate or certificates which  shall certify
  the number of  Shares owned by  him in  the respective  Series.
  Each certificate shall  be signed by  the President  or a  Vice
  President and counter-signed  by the Secretary or  an Assistant
  Secretary  or the Treasurer or an Assistant Treasurer and shall
  be sealed  with the Trust  Seal.  The signatures  may be either
  manual  or facsimile  signatures  and the  seal  may be  either
  facsimile  or  any  other  form.    If   certificates  are  not
  requested by  the  Shareholder,  his  Shares will  be  held  on
  deposit by the  Trust.  In case  any officer who has  signed or
  whose facsimile signature  has been placed on  such certificate
  shall have  ceased to be  such officer before such  certificate
  is issued, such  certificate may be  issued by  the Trust  with
  the same effect as if he or  she were such officer at the  time
  of the certificate's issue.

       In lieu of  issuing certificates for Shares,  the Trustees
  or the transfer or shareholder services agent either may  issue
  receipts therefor  or may keep  accounts upon the  books of the
  Trust for  the record  holders of  such Shares,  who in  either
  case  shall  be  deemed, for  all  purposes  hereunder,  to  be
  holders  of  certificates  for  such  Shares  as  if  they  had
  accepted  such certificates and shall be held to have expressly
  assented and agreed to the terms hereof.

  Section 5.     Loss  of  Certificate.     In  the  case of  the
  alleged loss  or  destruction  or  the mutilation  of  a  Share
  certificate, a  duplicate certificate  may be  issued in  place
  thereof, upon such terms as the Trustees may prescribe.

  Section 6.     Discontinuance  of  Issuance  of Certificates.  
  The Trustees at  any time may discontinue the issuance of Share
  certificates  and  may  require,  by  written  notice  to  each
  Shareholder, the surrender  of Share certificates to  the Trust
  for cancellation.   Such surrender  and cancellation shall  not
  affect the ownership of Shares in the Trust.


                            ARTICLE VII
                  OWNERSHIP OF ASSETS OF THE TRUST

       The  Trustees, acting  for  and on  behalf  of the  Trust,
  shall be deemed to hold  legal and beneficial ownership  of any
  income earned on  securities held by  the Trust  issued by  any
  business entity  formed, organized or  existing under the  laws
  of  any  jurisdiction   other  than   a  state,   commonwealth,


  <PAGE>                         8
<PAGE>






  possession, territory, or colony  of the  United States or  the
  laws of the United States.


                            ARTICLE VIII
                        INSPECTION OF BOOKS

       The Trustees  from time  to time  shall determine  whether
  and to  what extent, and  at what times  and places, and  under
  what  conditions and regulations, the accounts and books of the
  Trust or  any of them  shall be open  to the inspection of  the
  Shareholders;  and  no  Shareholder shall  have  any  right  to
  inspect any account  or book or document of the Trust except as
  conferred by law  or otherwise by the Trustees or by resolution
  of the Shareholders.

                             ARTICLE IX
           INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES

       The Trust  may purchase and  maintain insurance on  behalf
  of any Covered Person or  employee of the Trust,  including any
  Covered Person  or employee of the Trust  who is or was serving
  at  the request of the Trust as a Trustee, officer, or employee
  of  a  corporation,  partnership,  association, joint  venture,
  trust,  or other  enterprise,  against  any liability  asserted
  against  him  and incurred  by  him  in  any  such capacity  or
  arising out of his status as such, whether or  not the Trustees
  would have the power to indemnify him against such liability.

       The  Trust  may  not acquire  or  obtain  a  contract  for
  insurance that protects or  purports to protect any Trustee  or
  officer of the Trust against any liability to  the Trust or its
  Shareholders to which he  otherwise would be subject  by reason
  of  willful  misfeasance,   bad  faith,  gross  negligence,  or
  reckless disregard  of the  duties involved  in the conduct  of
  his office.


                             ARTICLE X
                                SEAL    

       The seal  of the Trust  shall be circular  in form bearing
  the inscription:

                   "FUND FOR GOVERNMENT INVESTORS
                       THE STATE OF DELAWARE"

       The form of  the seal shall  be subject  to alteration  by
  the Trustees and the seal may be used by causing the seal  or a
  facsimile to be  impressed or  affixed or printed  or otherwise
  reproduced.


  <PAGE>                         9
<PAGE>






       Any officer or  Trustee of the Trust  shall have authority
  to affix the  seal of the Trust to any document, instrument, or
  other  paper executed  and  delivered by  or  on behalf  of the
  Trust; however, unless otherwise required  by the Trustees, the
  seal shall  not be  necessary to be  placed on, and  the seal's
  absence  shall  not  impair  the  validity  of,  any  document,
  instrument, or  other paper  executed by  or on  behalf of  the
  Trust.


                             ARTICLE XI
                            FISCAL YEAR

       The fiscal year  of the Trust  shall end on  such date  as
  the Trustees from time to time shall determine.



                            ARTICLE XII
                             AMENDMENTS

       These  Bylaws  may  be  amended  at  any  meeting  of  the
  Trustees of the Trust by a majority vote.


                            ARTICLE XIII
                       REPORT TO SHAREHOLDERS

       The Trustees  at least semi-annually  shall submit to  the
  Shareholders a written financial report  of the Trust including
  financial  statements   which  shall  be  certified   at  least
  annually by independent public accountants.


                            ARTICLE XIV
                              HEADINGS

       Headings are  placed in  these Bylaws  for convenience  of
  reference only and, in case of any conflict, the text of  these
  Bylaws rather than the headings shall control.













  <PAGE>                         10
<PAGE>

































                             EXHIBIT 5

                        Management Contract


























  <PAGE>
<PAGE>






                        MANAGEMENT CONTRACT
                              Between

                   FUND FOR GOVERNMENT INVESTORS
                                And

                    MONEY MANAGEMENT ASSOCIATES

  
       AGREEMENT dated as  of the 25th  day of  January, 1996  by

  and  between  Fund For  Government Investors  (herein sometimes
  called  the "Fund")  and  Money Management  Associates  (herein

  sometimes called the "Manager").
       WITNESSETH:

       THAT,   in   consideration   of   the   mutual   covenants
  hereinafter contained, it is agreed as follows:

       1.   THE FUND  hereby employs  the Manager  to manage  the
  investment and  reinvestment of the  assets of the  Fund and to

  administer the affairs of the  Fund, subject to the  control of
  the Officers and Board of Trustees of  the Fund, for the period

  and on  the terms  set forth  in this  Agreement.  The  Manager
  hereby  accepts such employment  and agrees  during such period

  to render  the services  and to  assume the obligations  herein
  set forth, for the compensation herein provided.

       2.  THE  MANAGER assumes and  shall pay  or reimburse  the
  Fund for:  (1) all expenses  in connection with the  management

  of the investment and reinvestment  of the assets of  the Fund,
  except  that  the  Fund  assumes  and  shall  pay  all brokers'

  commissions  and issue  and transfer  taxes  chargeable to  the
  Fund  in connection with  securities transactions  to which the

  Fund  is  a party;  (2)  the  compensation  (if  any) of  those
  trustees and officers of the Fund who are also  partners of the

  Manager;  and (3)  all  expenses not  hereinafter  specifically
  assumed by the  Fund where such  expenses are  incurred by  the

  Manager or  by the Fund  in connection with the  administration
  of the affairs of the Fund.




  <PAGE>
<PAGE>






       3.   THE  FUND assumes  and  shall  pay or  reimburse  the
  Manager  for  the  Fund s   taxes,  corporate  fees,   interest

  expenses  (if  any) and  its  allocable share  of  all charges,
  costs  and   expenses   incurred   in  connection   with:   (1)

  maintaining its offices, determining  from time to time the net
  assets  of  the Fund,  maintaining its  books and  records, and

  preparing, reproducing and  filing its tax returns  and reports
  to  governmental   agencies;   (2)   auditing   its   financial

  statements; (3) the  payment and disbursement of  dividends and
  distributions by  the Fund,  and in  the custody  of the  cash,

  securities and other assets  of the Fund; (4) stockholders' and
  trustees' meetings,  and preparation, printing and distribution

  of  all  reports  and  proxy   materials;  (5)  legal  services
  rendered  to  the Fund;  (6)  retaining and  compensating those

  trustees,  officers  and  employees of  the  Fund  who are  not
  partners of the  Manager; (7) maintaining appropriate insurance

  coverage for  the Fund and  its trustees and  officers; and (8)
  its membership in trade associations.

       4.   At the  request of  the Fund, the  Manager shall make
  available  to  the   Fund  all  necessary  office   facilities,

  equipment,  and  personnel that  the  Fund may  require.   Such
  office  facilities,  equipment,  personnel,  and  service,  the

  charges  and expenses  for which  are  to be  paid by  the Fund
  under the provisions of  this Section 2, may be provided for or

  rendered to  the Fund by the Manager and  billed to the Fund at
  the Manager s cost.

       5.   In  connection with the  management of the investment
  and reinvestment  of the  assets of  the Fund,  the Manager  is

  authorized  to buy and sell marketable  debt obligations of the
  United States Government,  its agencies and  instrumentalities,

  and money  market obligations secured  by such obligations  for
  the Fund and is directed to use its best efforts to obtain  the

  best available price and most  favorable execution with respect
  to all such transactions for the Fund.



  <PAGE>                         2
<PAGE>






       6.   As compensation for  the services to  be rendered and
  the charges and expenses  to be assumed and paid by the Manager

  as provided  in Section 2,  the Fund shall  pay the Manager  an
  annual fee  of 0.50% of  the first $500 million  of net assets,

  0.45%  of the next  $250 million  of net  assets, 0.40%  of the
  next $250 million of  net assets, and 0.35%  of the net  assets

  over $1 billion.
       7.  If  in any fiscal  year the aggregate expenses  of the

  Fund,   exclusive    of   taxes,   brokerage,   interest,   and
  extraordinary legal  expenses,  but  including  the  management

  fee,  exceed 1% of  the average market value  of the net assets
  for that fiscal year  of the Fund,  the Adviser will refund  to

  the Fund, or bear,  the excess expenses over 1%.  These expense
  reimbursements,  if any, will be estimated, reconciled and paid

  on a monthly basis.
       8.   In the event of termination of this contract, the fee

  shall be  computed on  the basis of  the period  ending on  the
  last business day on which  this contract is in  effect subject

  to a pro  rata adjustment based  on the number of  days elapsed
  in the  current fiscal  quarter as  a percentage  of the  total

  number of days in such quarter.
       9.   Subject  to  and   in  accordance   with  the  Fund s

  Declaration of Trust  and of the Partnership  Agreement of  the
  Manager,  trustees, officers, agents,  and stockholders  of the

  Fund are or may be interested in  the Manager (or any successor
  thereof);  partners of the Manager are or may be  interested in

  the Fund as trustees, officers,  stockholders or otherwise; the
  Manager (or any successor) is  or may be interested in the Fund

  as a  stockholder  or  otherwise.    The  effect  of  any  such
  interrelationships  shall be governed by said Trust Charter and

  provisions of the Investment Company Act of 1940.
       10.   This  contract shall  continue in  effect  until the

  first meeting  of  the  account  owners  of  the  Fund  and  if
  approved  therein until January  24, 1998,  and thereafter only

  so long  as such continuance  is approved at  least annually by

  <PAGE>                         3
<PAGE>






  votes of the Fund s Board  of Trustees, including the  votes of
  a majority  of  the  trustees  who  are  not  parties  to  such

  contract or interested  persons of any such party, in person at
  a meeting  called for the purpose of  voting such approval.  In

  addition the  question of  continuance of the  contract may  be
  presented  to  stockholders of  the Fund;  in such  event, such

  continuance  shall  be   effected  only  if  approved   by  the
  affirmative  vote  of  a  majority  of  the  outstanding voting

  securities of the  Fund voting as  a simple  class.   Provided,
  however, that (1) this contract  may at any time  be terminated

  without  payment of any penalty either  by vote of the Board of
  Trustees  of  the  Fund  or  by  vote  of  a  majority  of  the

  outstanding  voting  securities  of the  Fund,  on  sixty  days
  written   notice  to  the  Manager,  (2)  this  contract  shall

  automatically terminate in the event  of its assignment (within
  the meaning of  the Investment Company  Act of  1940), and  (3)

  this contract  may be terminated  by the Manager  on sixty days
  written notice to  the Fund.   Any notice  under this  contract

  shall be given  in writing, addressed and  delivered, or mailed
  post paid, to the other party at any office of such party.

       11.    As  used  in  Section  10,  the  terms  "interested
  persons"  and   "vote  of   a  majority   of  the   outstanding

  securities"  shall have  the respective  meaning  set forth  in
  Section  2(a)  (19) and  Section  2(a) (42)  of  the Investment

  Company Act of 1940.
       12.  The  services of the  Manager to  the Fund  hereunder

  are not to be deemed  exclusive, and the Manager shall  be free
  to render  similar services to  others so long  as its services

  hereunder are not  impaired thereby.  The Manager shall for all
  purposes herein be deemed  to be an independent contractor  and

  shall, unless  otherwise expressly provided or authorized, have
  no authority to act  for or  represent the Fund  in any way  or

  otherwise be deemed an agent of the Fund.
       13.   The Manager will  notify the  Fund of any  change in

  the membership  of such  partnership within  a reasonable  time

  <PAGE>                         4
<PAGE>






  after such change, pursuant  to Section  205 of the  Investment
  Advisers Act of 1940.

       14.  No  provisions of this  contract shall  be deemed  to
  protect the  Manager against any  liability to the  Fund or its

  stockholders  to which it might otherwise  be subject by reason
  of  any willful  misfeasance, bad faith  or gross negligence in

  the performance of  its duties or the reckless disregard of its
  obligations  under  this contract.    Nor shall  any provisions

  hereof be deemed  to protect any trustee or officer of the Fund
  against  any  such liability  to  which he  might  otherwise be

  subject  by reason  of any  willful misfeasance,  bad  faith or
  gross  negligence  in  the performance  of  his  duties or  the

  reckless  disregard of his  obligations.   If any  provision of
  this contract  shall  be  held  or  made  invalid  by  a  court

  decision, statute,  rule or  otherwise, the  remainder of  this
  contract shall not be affected thereby.

       IN WITNESS  WHEREOF the  parties hereto  have caused  this
  contract  to  be executed  on  the  day  and  year first  above

  written.

  WITNESS                       FUND FOR GOVERNMENT INVESTORS

  /s/Kimberly French            /s/Stephenie E. Adams        
                                Stephenie E. Adams
                                Secretary


                                MONEY MANAGEMENT ASSOCIATES


  /s/Richard Garvey             /s/Daniel L. O'Connor       
                                Daniel L. O'Connor
                                General Partner











  <PAGE>                         5
<PAGE>

































                             Exhibit 8

                 Administrative Services Agreement


























          <PAGE>
<PAGE>






                 ADMINISTRATIVE SERVICES AGREEMENT
                              Between

                   FUND FOR GOVERNMENT INVESTORS
                                And

                  RUSHMORE TRUST AND SAVINGS, FSB


       This  Administrative Services  Agreement (the "Agreement")
  is entered  into this  1st day  of March,  1996 by  and between

  Fund for Government  Investors (the "Fund") and  Rushmore Trust
  and Savings, FSB ("RTS").


                              RECITALS


       I.    WHEREAS RTS  and  its personnel  have  expertise and

  experience in  providing custodian, transfer agent, shareholder
  accounting and  other  administrative  services  to  registered

  investment management companies, and
  

       II.  WHEREAS  the parties  wish  to set  forth  herein the
  manner and terms upon which services will be provided.


  NOW THEREFORE, the parties hereto agree as follows:


                         EMPLOYMENT OF RTS


  1.  The Fund hereby employs RTS to perform the services as  set

  forth in Schedule I to this Agreement.


  2.  As compensation for  the services to be rendered, the  Fund
  shall pay  RTS an annual fee based on  25 basis points (0.25 of

  1%) of the average daily net asset value of the Fund.


       2.1  The  fee will be accrued  by the Fund daily  and paid
  monthly  to  RTS.     In  the  event  of  termination  of  this

  Agreement, the  fee  shall be  computed  on  the basis  of  the

          <PAGE>
<PAGE>






  period ending on  the last business day on which this Agreement
  is  in effect  subject to a  pro rata  adjustment based  on the

  number of days elapsed in the current  month as a percentage of
  the total number of days in such month.


       2.2   In addition  to the  fees described  above, RTS  may

  impose a charge  of $5 per month  on any account whose  average
  daily  balance  for   the  month  falls  below   $500  due   to

  redemptions.   The fee will  continue to be  imposed during the
  months when  the account balance  remains below $500.   The fee

  will be imposed  on the last business  day of the month.   This
  fee  will not  be imposed on  tax-sheltered retirement plans or

  accounts established  under the Uniform  Gifts or Transfers  to
  Minors Act.


  3.    Subject  to   and  in   accordance  with  the   governing

  instruments of  the Fund  and of  RTS, respectively,  trustees,
  officers, agents,  and stockholders of  the Fund are  or may be

  interested in  RTS (or any  successor thereof) as  shareholders
  or  otherwise; and the  effect of  any such inter-relationships

  shall  be  governed  by  said  governing  instruments  and  the
  applicable provisions of the Investment Company Act of 1940.


  4.   This Agreement shall  continue in effect  so long  as such

  continuance is  approved  at least  annually  by  a vote  of  a
  majority  of the Fund's Board of  Trustees, including the votes

  of a  majority of  the trustees  who  are not  parties to  such
  Agreement or  interested persons  of  any such  party, cast  in

  person  at a  meeting  called for  the  purpose of  voting such
  approval.   Provided,  however, that (a)  this Agreement may be

  terminated without penalty  by vote of the Board of Trustees of
  the Fund  on sixty days prior  written notice to RTS,  (b) this

  Agreement shall  automatically terminate  in the  event of  its
  assignment  (within the meaning  of the  Investment Company Act

  of 1940), and  (c) this Agreement may  be terminated by  RTS on

          <PAGE>                 3
<PAGE>






  sixty  days prior written notice to the Fund.  Any notice under
  this  Agreement  shall  be  given  in  writing,  addressed  and

  delivered,  or  mailed  postpaid, to  the  other  party at  any
  office of such  party.   As used in  this Agreement, the  terms

  "interested  persons"   and  "vote   of  a   majority  of   the
  outstanding securities" shall have the respective  meanings set

  forth  in  Section 2(a)  (19)  and  Section  2(a)  (42) of  the
  Investment Company Act of 1940.


  5.   The services of  RTS to the  Fund hereunder are not  to be

  deemed  exclusive,  and RTS  shall  be free  to  render similar
  services to  others so long  as its services  hereunder are not

  impaired thereby.  RTS shall  for purposes herein be  deemed to
  be  an  independent  contractor  and  shall,  unless  otherwise

  expressly provided or authorized, have no authority  to act for
  or  represent the Fund  in any  way or  otherwise by  deemed an

  agent of the Fund.


  6.  No provisions of this Agreement shall be deemed to  protect
  RTS against  any liability to  the Fund or  its shareholders to

  which  it  otherwise  would be  subject  by  reason of  willful
  misfeasance,  bad faith, or gross negligence in the performance

  of  its duties  or the  reckless disregard  of  its obligations
  under  this  Agreement.   Nor  shall any  provisions  hereof be

  deemed to  protect any trustee  or officer of  the Fund against
  any such  liability to which  he might otherwise  be subject by

  reasons  of  any  willful  misfeasance,  bad  faith,  or  gross
  negligence  in the performance  of his  duties or  the reckless

  disregard  of his  obligations.    If  any  provision  of  this
  Agreement shall  be held or  made invalid by  a court decision,

  statute, rule,  or otherwise, the  remainder of this  Agreement
  shall not be affected thereby.


  7.  Upon delivery  of services  by RTS to  the Fund, RTS  shall

  prepare and submit  to the Fund an  invoice for the  amounts to

          <PAGE>                 4
<PAGE>






  be paid by the  Fund under this  Agreement.  The invoice  shall
  contain   a  description  of   the  services   rendered.    The

  calculation  of  the  amount   of  the  invoice  shall  be   in
  accordance with  the fee  schedule as  set forth  in Section  2

  which  has been  reviewed  as  to  the  reasonableness  of  the
  amounts by the  trustees of the  Fund who  are not  "interested

  persons" of the  Fund.  Unless agreed  otherwise, within thirty
  (30)  days of receipt  of such  invoice, the Fund  shall pay to

  RTS all  amounts indicated as  due and payable  notwithstanding
  the provisions of Section 8 of this Agreement.


  8.    If   the  Fund  or  its  designees  shall  determine  any

  discrepancy  in the invoice,  the Fund  shall give  RTS written
  notice of such  discrepancy and the amount thereof.  Within ten

  (10) days  after receipt of  such notice, RTS  shall either pay
  the  Fund the amount of  the discrepancy or  inform the Fund in

  writing that  RTS  disputes  the existence  or  amount  of  the
  discrepancy.   If RTS disputes  the existence or  amount of the

  discrepancy, the  parties agree  that  for a  period of  thirty
  (30) days they  shall use their  best efforts  to resolve  such

  dispute on a mutually satisfactory basis.


  9.  Any  dispute or disagreement  arising between  RTS and  the
  Fund  in conjunction  with any provision  of this Agreement, or

  the compliance or non-compliance therewith,  or the validity or
  enforceability  thereof which is not settled within thirty (30)

  days (or  such other  period as  may be  mutually agreed  upon)
  from the  date that either  party informs the  other in writing

  that  such dispute or disagreement exists,  shall be settled by
  arbitration  in  accordance with  rules set  by a  three member

  panel,  one member each  selected by RTS  and the  Fund and the
  third being  an attorney  selected by mutual  agreement of  RTS

  and the Fund,  the aforesaid with all charges submitted by said
  attorney to be shared equally by RTS and the Fund.  The  member

  representing the  Fund shall be  selected by a  majority of the

          <PAGE>                 5
<PAGE>






  trustees of  the Fund who  are not "interested  persons" of the
  Fund.  A decision  shall be rendered by the panel within thirty

  (30) days of a  meeting held in such place or places  as may be
  agreed by the  panel, and  RTS and the  Fund shall comply  with

  such  decision.  The decision  of the panel  shall be final and
  not  subject to  judicial review,  and judgment  may be entered

  thereon in accordance  with applicable law in  any court having
  jurisdiction thereof.


  10.  Absent  willful misfeasance, bad faith,  gross negligence,

  or reckless disregard  of duties, RTS  shall not  be liable  to
  the  Fund for any special, incidental, or consequential damages

  for losses arising  out of or  relating to  the performance  of
  its  obligations under  this  Agreement,  whether or  not  such

  damages or  losses were caused by the  acts or omissions of RTS
  or its  employees.  RTS  is fully responsible  for the accurate

  transmission  to the  Fund of  information provided  to  RTS by
  third parties  but is not  responsible for the  accuracy of the

  information so provided.


  11.    All documents  and  files  which  may be  or  have  been
  furnished by  RTS  to the  Fund and  which may  be produced  or

  prepared by RTS  in connection with this Agreement shall be and
  remain the exclusive property of the Fund.


  12.   RTS will preserve  for the period required  in Rule 31a-2

  of  the General  Rules  and  Regulations under  the  Investment
  Company Act  of 1940,  such records  maintained by  RTS as  are

  required to be maintained by Rule 31a-1 of such rules.


  13.  At the  option of a majority  of the trustees of the  Fund
  who are not  "interested persons" of  the Fund,  the books  and

  records of  RTS, insofar as  such books and  records pertain to
  the services  provided, shall  be available  for inspection  by



          <PAGE>                 6
<PAGE>






  the Fund  and its agent  at the  offices of RTS  during regular
  business hours, upon prior written notice to RTS by the Fund.


  14.   Neither RTS  nor the  Fund shall  be considered to  be in

  default  in  the  performance of  their  respective obligations
  hereunder  to  the  extent that  the  performance  of any  such

  obligation or obligations  is prevented or delayed by an act of
  God or any cause beyond the control of RTS or the Fund, as  the

  case may  be.  In the  event of equipment  breakdown beyond its
  control,  RTS shall take  reasonable steps  to minimize service

  interruptions.


  15.  The  services as provided by  RTS in accordance  with this
  Agreement  shall  not be  deemed  accepted until  the  Fund has

  verified the  content and accuracy  of those services  provided
  by RTS.   The Fund shall notify RTS  in writing within ten (10)

  days of the  Fund s receipt of  services of  its acceptance  or
  rejection  of  such  services.   If  such  notification is  not

  received  within  ten  (10)  days  of  the  Fund's  receipt  of
  services, the services will be deemed to have been accepted.


  16.   In  the event  that RTS  fails  to meet  the  performance

  schedules (if  any) contained  herein and such  failure is  not
  caused  by  the Fund,  RTS  shall take  such  steps  as may  be

  necessary  to  improve  the  schedule(s)  in  such  form as  is
  required to  meet such  performance or  delivery schedules  (if

  any) described herein.


  17.   RTS  and the Fund  may amend, modify,  or supplement this
  Agreement  only by  a written  instrument executed  by both RTS

  and  the  Fund.    If  any  such  amendment,  modification,  or
  supplement causes an increase or  decrease in the price  of, or

  time  required  for,  the performance  of  this  Agreement,  an
  equitable adjustment shall  be made, and this  adjustment shall



          <PAGE>                 7
<PAGE>






  be mutually agreed upon  by RTS and the Fund  and the Agreement
  modified accordingly.


  18.   All notices, demand, and other communications required or

  permitted to  be given hereunder  shall be made  in writing and
  shall be deemed to be  duly given if personally delivered or if

  deposited in the United States  mail (registered or certified),
  with  postage prepaid, and  addressed to  the appropriate party

  at  the address set  forth below, or  at such  other address as
  the  parties may designate  in writing  delivered in accordance

  with the provisions of this Section 18.






       If to RTS:


       Rushmore Trust and Savings, FSB
       4922 Fairmont Avenue
       Bethesda, Maryland  20814

       If to the Fund:


       Fund for Government Investors
       4922 Fairmont Avenue
       Bethesda, Maryland  20814

  19.    This Agreement  is intended  by  the parties  as  a full

  expression  of their  agreement  with  respect to  the  subject
  matter hereof  and a  complete and  exclusive statement  of the

  terms  thereof.    No  course  of  prior  dealings  between the
  parties and no usage of  trade shall be relevant  or admissible

  to supplement,  explain,  or vary  any  of  the terms  of  this
  Agreement.   Acceptance  of, or  acquiescence  in, a  course of

  performance  rendered  under  this   Agreement  shall  not   be
  relevant or  admissible to vary  the terms and  meaning of this

  Agreement, even though  the accepting or acquiescing  party has


          <PAGE>                 8
<PAGE>






  knowledge  of the nature of the performance and the opportunity
  to  make  objection.    No  representations,  undertakings,  or

  agreements have been made or relied upon  in the making of this
  Agreement other than those specifically set forth herein.


  20.   This  Agreement  shall be  governed  by and  construed in

  accordance with the laws of the State of  Maryland and shall be
  binding upon  and shall  inure to  the benefit  of the  parties

  hereto.


  IN  WITNESS   WHEREOF,  the  undersigned   have  executed  this
  Agreement as of the date first above written.





  /s/Daniel L. O'Connor              /s/Timothy N. Coakley
  Daniel L. O'Connor                 Timothy N. Coakley
  Chairman                           Chief Financial Officer
  Fund for Government Investors      Rushmore Trust and Savings,
                                      FSB


























          <PAGE>                 9
<PAGE>






                             SCHEDULE I

        DESCRIPTION OF SERVICES PROVIDED BY RTS TO THE FUND


  Custodian Services

       Services Included:
                  -     Safekeeping of securities
                  -     Delivery of securities sold
                  -     Receipt of securities purchased
                  -     Retain Fund cash in separate account(s)


          Shareholder Servicing and Transfer Agent Services

             Services Included:
                  -     Maintenance of individual shareholder accounts
                  -     Posting of all transactions
                  -     Preparation of periodic shareholder statements
                  -     Preparation of transaction confirmations
                  -     Income distributions
                  -     Respond to inquiries from shareholders
                  -     Process account changes such as name or address


          Administrative Services

             Services Included:
                  -     General ledger accounting
                  -     Portfolio accounting
                  -     Daily share pricing
                  -     Maintenance of records per SEC regulations
                  -     SEC registration fees
                  -     State "Blue Sky" fees
                  -     Trustees fees and expenses
                  -     Insurance
                  -     Legal fees
                  -     Prospectus preparation
                  -     Tax return preparation
                  -     Shareholder report preparation
                  -     Printing
                  -     Postage
                  -     Printing of statement stock and envelopes










            <PAGE>                          10
<PAGE>

































                             EXHIBIT 11

                  Consent of Deloitte & Touche LLP


























  <PAGE>
<PAGE>









  CONSENT OF INDEPENDENT AUDITORS


  Fund for Government Investors

  We consent  to  the incorporation  by reference  in this  Post-
  Effective Amendment  No. 31  to Registration  Statement No.  2-
  52552 and  811-2539  of  our  report  dated  January  30,  1996
  appearing  in  the   Annual  Report  of  Fund   for  Government
  Investors, Inc.  for the  ended  December 31, 1995,  and to the
  reference  to  us  under  the  caption  "Financial  Highlights"
  appearing  in the  Prospectus,  which is  also  a part  of such
  Registration Statement.


  /s/ Deloitte & Touche LLP
  Washington, D.C.
  May 30, 1996
































  <PAGE>
<PAGE>

































                             EXHIBIT 16

         Schedule for Computation of Performance Quotations


























  <PAGE>
<PAGE>






                   Fund for Government Investors

                             Exhibit 16

                   Computation of Yield Quotation

                          Item 22, Part B

  <TABLE>
  <CAPTION>

                                   Net Investment      Shares       Daily Yield 
                                       Income       Outstanding   (income divided
                                        <C>             <C>          by shares
                                                                   multiplied by
                                                                        365)
                                                                        <C>

          December 25, 1995         $ 71,688.62    557,660,129.44      4.69%
          December 26, 1995         $ 71,258.06    556,288,694.14      4.68%
          December 27, 1995         $ 71,235.30    558,484,354.21      4.66%
          December 28, 1995         $ 72,775.12    569,722,908.13      4.66%
          December 29, 1995         $ 71,856.79    570,573,619.72      4.60%
          December 30, 1995         $ 71,856.79    570,573,619.72      4.60%
          December 31, 1995         $ 71,856.79    570,573,619.72      4.60%

          Average 7-Day Yield                                          4.64%

          Annual Effective Yield                                       4.75%

  </TABLE>






















  <PAGE>
<PAGE>

<TABLE> <S> <C>













  <ARTICLE> 6
  <CIK>                    0000039436
  <NAME>                   FUND FOR GOVERNMENT INVESTORS
  <MULTIPLIER>                                          1
         
  <S>                                            <C>
  <PERIOD-TYPE>                               YEAR
  <FISCAL-YEAR-END>                           DEC-31-1995
  <PERIOD-START>                              JAN-01-1995
  <PERIOD-END>                                DEC-31-1995
  <INVESTMENTS-AT-COST>                       568,383,559
  <INVESTMENTS-AT-VALUE>                      568,383,559
  <RECEIVABLES>                                 4,435,404
  <ASSETS-OTHER>                                5,381,532
  <OTHER-ITEMS-ASSETS>                                  0
  <TOTAL-ASSETS>                              578,200,495
  <PAYABLE-FOR-SECURITIES>                              0
  <SENIOR-LONG-TERM-DEBT>                               0
  <OTHER-ITEMS-LIABILITIES>                     1,006,064
  <TOTAL-LIABILITIES>                           1,006,064
  <SENIOR-EQUITY>                                       0
  <PAID-IN-CAPITAL-COMMON>                    577,194,431
  <SHARES-COMMON-STOCK>                       577,194,431
  <SHARES-COMMON-PRIOR>                       524,153,554
  <ACCUMULATED-NII-CURRENT>                             0
  <OVERDISTRIBUTION-NII>                                0
  <ACCUMULATED-NET-GAINS>                               0
  <OVERDISTRIBUTION-GAINS>                              0
  <ACCUM-APPREC-OR-DEPREC>                              0
  <NET-ASSETS>                                577,194,431
  <DIVIDEND-INCOME>                                     0
  <INTEREST-INCOME>                            31,976,884
  <OTHER-INCOME>                                        0
  <EXPENSES-NET>                               (4,197,263)
  <NET-INVESTMENT-INCOME>                      27,779,621
  <REALIZED-GAINS-CURRENT>                              0
  <APPREC-INCREASE-CURRENT>                             0
  <NET-CHANGE-FROM-OPS>                        27,779,621
  <EQUALIZATION>                                        0
  <DISTRIBUTIONS-OF-INCOME>                   (27,779,621)
  <DISTRIBUTIONS-OF-GAINS>                              0
  <DISTRIBUTIONS-OTHER>                                 0
  <NUMBER-OF-SHARES-SOLD>                   2,611,795,994
  <NUMBER-OF-SHARES-REDEEMED>              (2,585,548,223)
  <SHARES-REINVESTED>                          26,793,106
  <NET-CHANGE-IN-ASSETS>                       53,040,877
  <ACCUMULATED-NII-PRIOR>                               0
  <ACCUMULATED-GAINS-PRIOR>                             0
  <OVERDISTRIB-NII-PRIOR>                               0
  <OVERDIST-NET-GAINS-PRIOR>                            0
  <GROSS-ADVISORY-FEES>                         2,787,502
  <INTEREST-EXPENSE>                                    0

  <PAGE>
<PAGE>






  <GROSS-EXPENSE>                               4,197,263
  <AVERAGE-NET-ASSETS>                        563,913,507
  <PER-SHARE-NAV-BEGIN>                             1.000
  <PER-SHARE-NII>                                   0.049
  <PER-SHARE-GAIN-APPREC>                               0
  <PER-SHARE-DIVIDEND>                             (0.049)
  <PER-SHARE-DISTRIBUTIONS>                             0
  <RETURNS-OF-CAPITAL>                                  0
  <PER-SHARE-NAV-END>                               1.000
  <EXPENSE-RATIO>                                    0.74
  <AVG-DEBT-OUTSTANDING>                                0
  <AVG-DEBT-PER-SHARE>                                  0









































  <PAGE>
<PAGE>

</TABLE>


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