FT SERIES INC/PA/, 485APOS, 1994-01-28

FT SERIES INC/PA/
485APOS, 1994-01-28

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1933 Act File No. 2-91776
1940 Act File No. 811-3984

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. 19 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 16 X

FT SERIES, INC.

(Exact Name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
on _________________ pursuant to paragraph (b)
X 60 days after filing pursuant to paragraph (a)
on pursuant to paragraph (a) of Rule 485.

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

X filed the Notice required by that Rule on January 14, 1994; or
intends to file the Notice required by that Rule on or about
____________; or
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.

Copies to:

Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222

CROSS-REFERENCE SHEET

This amendment to the Registration Statement of FT SERIES, INC., which
consists of two portfolios, (1) International Equity Fund consisting of two
classes of shares, (a) Class A Shares and (b) Class C Shares, and
(2) International Income Fund consisting of two classes of shares, (a) Class
A Shares and (b) Class C Shares, is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page (1-2) Cover Page.

Item 2. Synopsis (1-2) Summary of Fund Expenses.

Item 3. Condensed Financial
Information (1-2) Performance Information;
(1-2) Financial Highlights.

Item 4. General Description of
Registrant (1-2) General Information; (1-2)
Liberty Family of Funds; (1-2)
Liberty
Family Retirement Program; (1-2)
Investment Information; (1-2)
Investment Objective; (1-2)
Investment
Policies; (1-2) Acceptable
Investments; (2) Foreign Securities;
(1) Foreign Currency Transactions;
(1)
Forward Foreign Currency Exchange
Contracts; (1) Put and Call Options
with Respect to Equity Securities;
(1)
Financial Futures and Options on
Financial Futures; (1-2) Risk
Considerations; (2) Hedging Vehicles
and Strategies; (1-2) Investment
Limitations; (1-2) Portfolio
Turnover;
(1-2) Other Classes of Shares.

Item 5. Management of the Fund (1-2) International Series, Inc.
Information; (1-2) Management of the
Corporation; (1-2) Distribution
Plan;
(1a, 2a) Distribution of Class A
Shares; (1b, 2b) Distribution of
Class
C Shares; (1-2) Administration of
the
Fund; (1-2) Shareholder Services
Plan;
(1a, 2a) Additional Payments to
Dealers; (1b, 2b) Distribution of
Class C Shares; (1b, 2b) Other
Payments to Financial Institutions;
(1a, 2a) Expenses of the Fund and
Class A Shares; (1b, 2b) Expenses
of
the Fund and Class C Shares; (1-2)
Brokerage Transactions.

PART A. INFORMATION REQUIRED IN A PROSPECTUS (CONTINUED)

Item 6. Capital Stock and Other
Securities (1-2) Dividends; (1-2) Capital
Gains;
(1-2) Shareholder Information; (1-2)
Voting Rights; (1-2) Tax
Information;
(1-2) Federal Income Tax; (1-2)
Pennsylvania Corporate and Personal
Property Taxes.

Item 7. Purchase of Securities Being
Offered (1-2) Net Asset Value; (1a, 2a)
Investing in Class A Shares; (1b,
2b)
Investing in Class C Shares; (1-2)
Share Purchases; (1-2) Minimum
Investment Required; (1-2) What
Shares
Cost; (1a, 2a) Reducing the Sales
Charge; (1-2) Systematic Investment
Program; (1-2) Certificates and
Confirmations; (1-2) Retirement
Plans;
(1-2) Exchange Privilege; (1a, 2a)
Reduced Sales Charge; (1-2)
Requirements for Exchange; (1-2)
Tax
Consequences; (1-2) Making an
Exchange.

Item 8. Redemption or Repurchase (1a, 2a) Redeeming Class A Shares;
(1b, 2b) Redeeming Class C Shares;
(1-2) Through a Financial
Institution;
(1-2) Directly from the Fund; (1-2)
Contingent Deferred Sales Charge;
(1-2) Redemption Before Purchase
Instruments Clear; (1-2) Systematic
Withdrawal Program; (1-2) Accounts
with Low Balances; (1-2)
Redemption in
Kind.

Item 9. Pending Legal Proceedings None.

PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10. Cover Page (1-2) Cover Page.

Item 11. Table of Contents (1-2) Table of Contents.

Item 12. General Information and
History (1-2) General Information About the
Fund; (1-2) The Funds.

Item 13. Investment Objectives and
Policies (1-2) Investment Objectives and
Policies.

Item 14. Management of the
Corporation (1-2) Filed in Part A, Management of
the Corporation.

Item 15. Control Persons and Principal
Holders of Securities Fund Ownership.

Item 16. Investment Advisory and Other
Services (1-2) Investment Advisory Services;
(1-2) Administrative Arrangements;
(1-2) Administrative Services.

Item 17. Brokerage Allocation (1-2) Brokerage Transactions.

Item 18. Capital Stock and Other
Securities Not Applicable.

Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered (1-2) Purchasing Shares; (1-2)
Determining Net Asset Value; (1-2)
Redeeming Shares.

Item 20. Tax Status (1-2) Tax Status.

Item 21. Underwriters (1-2) Distribution of Shares; (1)
Distribution Plan-Class C Shares only;
(2) Distribution Plan.

Item 22. Calculation of Performance
Data (1-2) Total Return; (2) Yield; (1-2)
Performance Comparisons.

Item 23. Financial Statements (1-2) Incorporated by reference in
Part A.

INTERNATIONAL EQUITY FUND

A PORTFOLIO OF INTERNATIONAL SERIES, INC.
(FORMERLY, FT SERIES, INC.)

CLASS A SHARES

PROSPECTUS

The Class A Shares of International Equity Fund (the "Fund")
offered by this prospectus represent interests in the Fund,
which is a diversified investment portfolio in International
Series, Inc. (formerly, FT Series, Inc.) (the "Corporation"),
an open-end, management investment company (a mutual fund).

The Fund's objective is to obtain a total return on its assets
from a combination of long-term capital growth and income
through a diversified portfolio primarily invested in equity
securities of non-U.S. issuers.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR
OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY
BANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES
INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

The Fund has also filed a Combined Statement of Additional
Information for Class A Shares and Class C Shares dated March
29, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional
Information is incorporated by reference into this prospectus.
You may request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To
obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this
prospectus.

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

Prospectus dated March 29, 1994

TABLE OF CONTENTS

SUMMARY OF FUND EXPENSES

FINANCIAL HIGHLIGHTS - CLASS A SHARES

GENERAL INFORMATION

LIBERTY FAMILY OF FUNDS

LIBERTY FAMILY RETIREMENT PROGRAM

INVESTMENT INFORMATION

Investment Objective
Investment Policies
Acceptable Investments
Equity and Fixed Income Securities
Forward Commitments
Money Market Instruments
Repurchase Agreements

Options and Financial Futures Contracts

When-Issued and Delayed Delivery Transactions
Foreign Currency Transactions
Forward Foreign Currency Exchange Contracts

Put and Call Options With Respect to Equity Securities
Financial Futures and Options on Financial Futures

Portfolio Turnover
Risk Considerations
Exchange Rates
Foreign Companies
U.S. Government Policies
Short Sales

Risks Associated with Financial Futures Contracts and
Options on Financial
Futures Contracts

Investment Limitations

NET ASSET VALUE

INVESTING IN CLASS A SHARES

Share Purchases
Through a Financial Institution
Directly from the Distributor
By Wire
Minimum Investment Required
What Shares Cost
Dealer Concession
Subaccounting Services
Reducing the Sales Charge
Quantity Discounts and Accumulated Purchases
Letter of Intent
Reinvestment Privilege
Purchases with Proceeds from Redemptions
of Unaffiliated Mutual Fund Shares
Concurrent Purchases
Systematic Investment Program
Certificates and Confirmations
Dividends
Capital Gains
Retirement Plans

EXCHANGE PRIVILEGE

Reduced Sales Charge
Requirements for Exchange
Tax Consequences
Making an Exchange
Telephone Instructions

REDEEMING CLASS A SHARES

Through a Financial Institution
Directly from the Fund
By Telephone
By Mail
Signatures

Contingent Deferred Sales Charge

Redemption Before Purchase Instruments Clear
Systematic Withdrawal Program
Accounts with Low Balances
Redemption in Kind

INTERNATIONAL SERIES, INC. INFORMATION

Management of the Corporation
Board of Directors
Officers and Directors
Investment Adviser
Advisory Fees
Adviser's Background
Sub-Adviser
Sub-Advisory Fees
Sub-Adviser's Background
Distribution of Class A Shares
Other Payments to Financial Institutions
Administration of the Fund
Administrative Services
Shareholder Services Plan
Additional Payments to Dealers

Custodian
Transfer Agent and Dividend Disbursing Agent

Legal Counsel
Independent Public Accountants
Brokerage Transactions
Expenses of the Fund and Class A Shares

SHAREHOLDER INFORMATION

Voting Rights

TAX INFORMATION

Federal Income Tax
Pennsylvania Corporate and
Personal Property Taxes

PERFORMANCE INFORMATION

OTHER CLASSES OF SHARES

FINANCIAL HIGHLIGHTS - CLASS C SHARES

FINANCIAL STATEMENTS

ADDRESSES

Inside Back Cover

SUMMARY OF FUND EXPENSES
CLASS A SHARES

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering
price)............................................. 4.50%
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering
price)............................................. None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds as applicable)(1)... 0.00%
Redemption Fees (as a percentage of amount
redeemed, if applicable)
............................................................ None
Exchange Fee.................... None

ANNUAL CLASS A SHARES OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee (after waiver)
(2).......................................... ___%
12b-1 Fee..................................
............................ None
Total Other
Expenses.................................. ___%
Shareholder Services Fee
(3)................................. ___%
Total Class A Shares Operating Expenses (4). ___%

(1) A contingent deferred sales load of 0.50 % applies only to
Class A Shares purchased with proceeds from redemptions of
shares of an unaffiliated mutual fund in which a sales load
has been paid and which are redeemed within one year of
purchase. For a more complete description, see "Redeeming
Class A Shares."

(2) The management fee has been reduced to reflect the
voluntary waiver of a portion of the management fee. The
maximum management fee is 1.00%.

(3) The maximum Shareholder Services Fee is 0.25%.

(4) The Total Class A Shares Operating Expenses would have been
___% absent the voluntary waiver of a portion of the
management fee.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER
OF CLASS A SHARES OF THE FUND WILL BEAR, EITHER DIRECTLY OR
INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS
AND EXPENSES, SEE "INTERNATIONAL SERIES, INC. INFORMATION" AND
"INVESTING IN CLASS A SHARES." WIRE-TRANSFERRED REDEMPTIONS OF
LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES.

LONG TERM SHAREHOLDERS MAY PAY MORE THAN THE ECONOMIC EQUIVALENT
OF THE MAXIMUM FRONT-END SALES CHARGES PERMITTED UNDER THE RULES
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

EXAMPLE 1 year 3 years 5 years 10 years

You would pay the
following expenses on
a $1,000 investment
assuming (1) 5% annual
return and (2) redemption
at the end of each time
period....................... $ $ $
$

EXAMPLE 1 year 3 years 5 years 10 years

You would pay the
following expenses on
the same investment,
assuming no sales load
when purchasing shares
of the Fund with the
proceeds from the
redemption of unaffiliated
mutual fund shares and
the imposition of a
contingent deferred sales
charge under the
circumstances described in
footnote (1) above.... $ $ $ $

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN.

The information set forth in the foregoing table and example
relates only to Class A Shares of the Fund. The Fund also
offers another class of shares called Class C Shares. Class A
Shares and Class C Shares are subject to certain of the same
expenses; however, Class C Shares are subject to a 12b-1 fee of
0.75% and a contingent deferred sales charge of 1.00% but are
not subject to a sales load. See "Other Classes of Shares."

INTERNATIONAL EQUITY FUND
CLASS A SHARES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
The following table has been audited by Arthur Andersen & Co. the Fund's
independent public accountants. Their report dated January 21, 1994,
is included in the Annual Report, which is incorporated
by reference. This table should be read in conjunction with the Fund's
financial statements and notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
-------------------------------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988 1987 1986 1985 1984**
- ------------------------ -------- -------- -------- ------- ------- ------- ------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING
OF PERIOD $14.09 $14.44 $14.28 $17.59 $17.34 $19.99 $22.87 $14.62 $ 9.50 $10.00
- ------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ------------------------
Net investment income 0.06 0.10 0.11 0.19 0.18 0.19 0.24 0.04 0.09 0.02
- ------------------------
Net realized and
unrealized gain (loss)
on investments 2.53 (0.37) 0.37 (1.16) 1.60 3.27 (0.72) 8.63 5.04 (0.52)
- ------------------------ -------- -------- -------- ------- ------- ------- ------- -------- ------- ------
Total from investment
operations 2.59 (.27) 0.48 (.97) 1.78 3.46 (0.48) 8.67 5.13 (0.50)
- ------------------------
LESS DISTRIBUTIONS
- ------------------------
Dividends to sharehold-
ers from net investment
income (0.06) (0.08) (0.21) (0.20) (0.23) (0.23) (0.05) (0.08) (0.01) --
- ------------------------
Distributions for
shareholders from net
realized gain on
investment transactions -- -- (0.11) (2.14) (1.30) (5.88) (2.35) (0.34) -- --
- ------------------------
Distributions in excess
of net investment
income (0.13)(b)
- ------------------------ -------- -------- -------- ------- ------- ------- ------- -------- ------- ------
TOTAL DISTRIBUTIONS (0.19) (0.08) (0.32) (2.34) (1.53) (6.11) (2.40) (0.42) (0.01) --
- ------------------------ -------- -------- -------- ------- ------- ------- ------- -------- ------- ------
NET ASSET VALUE, END OF $16.49 $14.09 $14.44 $14.28 $17.59 $17.34 $19.99 $22.87 $14.62 $ 9.50
PERIOD -------- -------- -------- ------- ------- ------- ------- -------- ------- ------
- ------------------------
TOTAL RETURN* 18.52% (1.86%) 3.49% (6.72)% 11.55% 24.33% (2.70%) 60.75% 54.07% (2.86)%
- ------------------------
RATIOS TO AVERAGE NET
ASSETS
- ------------------------
Expenses 1.60% 1.57% 1.52% 1.32% 1.01% 1.00% 1.00% 1.00% 1.00% 0.56%(a)
- ------------------------
Net investment income 0.13% 0.69% 0.78% 1.39% 1.04% 1.43% 0.93% 0.34% 1.30% 2.89%(a)
- ------------------------
Expense
waiver/reimbursement(c) 0.01% 0.02% 0.30% 0.25% 0.46% 0.28% 0.17% 0.19% 0.50% 0.74%(a)
- ------------------------
SUPPLEMENTAL DATA
- ------------------------
Net assets, end of pe-
riod
(000 omitted) $192,860 $106,937 $101,980 $82,541 $65,560 $68,922 $85,860 $106,257 $34,209 $6,439
- ------------------------
Portfolio turnover
rate*** 74% 91% 84% 114% 85% 98% 130% 70% 61% 6%
- ------------------------
</TABLE>
* Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
** Reflects operations from August 17, 1984 to November 30, 1984. For the
period from the start of business, March 12, 1984 to August 16, 1984, net
investment income aggregating $0.274 per share ($27,229) was distributed to
the Fund's former sub-adviser. Such distribution represented substantially
all of the net income of the Fund prior to the initial public offering of
Fund shares which commenced on August 17, 1984.
***Represents portfolio turnover rate for the entire fund.
(a) Computed on an annualized basis.
(b) Distributions in excess of net investment income for the year ended
November 30, 1993 were a result of certain book and tax timing differences.
These distributions do not represent a return of capital for federal income
tax purposes.
(c) Increase/decrease in above expense/income ratios due to waivers or
reimbursements of expenses (Note 4).
(See Notes which are an integral part of the financial statements)

GENERAL INFORMATION
The Corporation was established as FT International Trust, a Massachusetts
business trust, on March 9, 1984, and reorganized as a corporation under
the laws of the state of Maryland on February 11, 1991. At a special
meeting of shareholders held on March 15, 1994, the shareholders of the
Corporation approved an amendment to the Articles of Incorporation to change
the name of the Corporation to International Series, Inc. The
Corporation's address is Liberty Center, Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-2779. The
Articles of Incorporation permit the Corporation to offer separate series of
shares representing interests in separate portfolios of securities.
The shares in any one portfolio may be offered in separate classes. With
respect to this Fund, as of the date of this prospectus, the
Board of Directors ("Directors") has established two classes of shares known
as Class a Shares and Class C Shares. This prospectus relates only to Class A
Shares ("Shares") of the Corporation's portfolio known as
International Equity Fund.

In general, Shares are sold at net asset value plus an applicable sales charge
and are redeemed at net asset value. However, a contingent deferred sales
charge ("CDSC") is imposed on certain Shares. For a more complete
description, see "Redeeming Class A Shares."

The Fund's current net asset value and offering price can be
found in the mutual funds section of local newspapers under
"Liberty Family Funds."

LIBERTY FAMILY OF FUNDS
This Fund is a member of a family of mutual funds,
collectively known as the Liberty Family of Funds. The other
funds in the Liberty Family of Funds are:

American Leaders Fund, Inc., providing growth of capital and
income through high quality stocks;

Capital Growth Fund, providing appreciation of capital
primarily through equity securities;

Fund for U.S. Government Securities, Inc., providing current
income through long-term U.S. government securities;

International Income Fund, providing a high level of current
income consistent with prudent investment risk through
high-quality debt securities denominated primarily in
foreign currencies;

Liberty Equity Income Fund, Inc., providing above-average
income and capital appreciation through income producing
equity securities;

Liberty High Income Bond Fund, Inc., providing high current
income through high-yielding, lower-rated, corporate bonds;

Liberty Municipal Securities Fund, Inc., providing a high
level of current income exempt from federal regular income
tax through municipal bonds;

Liberty U.S. Government Money Market Trust, providing
current income consistent with stability of principal
through high-quality U.S. government securities;

Liberty Utility Fund, Inc., providing current income and
long-term growth of income, primarily through electric, gas,
and communication utilities;

Stock and Bond Fund, Inc. (Class C Shares), providing
relative safety of capital with the possibility of long-term
growth of capital and income through equity securities,
convertible securities, debt securities, and short-term
obligations; and

Tax-Free Instruments Trust, providing current income
consistent with stability of principal and exempt from
federal income tax, through high-quality, short-term
municipal securities.

Prospectuses for these funds are available by writing to
Federated Securities Corp.

Each of the funds may also invest in certain other types of
securities as described in each fund's prospectus.
The Liberty Family of Funds provides flexibility and
diversification for an investor's long-term investment
planning. It enables an investor to meet the challenges of
changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles
and by providing the investment services of proven,
professional investment advisers.

Shareholders of Class A Shares participating in the Liberty
Account are designated as Liberty Life Members. Liberty Life
Members are exempt from sales charges on future purchases in
and exchanges between the Class A Shares of any funds in the
Liberty Family of Funds, as long as they maintain a $500
balance in one of the Liberty Funds.

LIBERTY FAMILY RETIREMENT PROGRAM

The Fund is also a member of the Liberty Family Retirement
Program ("Program"), an integrated program of investment
options, plan recordkeeping, and consultation services for
401(k) and other participant-directed benefit and savings
plans. Under the Program, employers or plan trustees may
select a group of investment options to be offered in a plan
which also uses the Program for Recordkeeping and
administrative services. Additional fees are charged to the
plan for these services. As part of the Program, exchanges
may readily be made between investment options selected by the
employer or a plan trustee.

The other funds participating in the Liberty Family Retirement
Program are: American Leaders Fund, Inc.; Capital Growth
Fund; Fund for U.S. Government Securities, Inc.;
International Income Fund; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Utility Fund,
Inc.; Prime Cash Series; and Stock and Bond Fund, Inc.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
The Fund's objective is to obtain a total return on its assets
from a combination of long-term capital growth and income
through a diversified portfolio primarily invested in equity
securities of non-U.S. issuers. The objective is based on the
premise that investing in non-U.S. securities provides three
potential benefits over investing solely in U.S. securities:

the opportunity to invest in non-U.S. companies believed to
have superior growth potential;

the opportunity to invest in foreign countries with economic
policies or business cycles different from those of the
United States; and

the opportunity to reduce portfolio volatility to the extent
that securities markets inside and outside the United States
do not move in harmony.

While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by following the
investment policies described in this prospectus. The
investment objective and policies may be changed by the
Directors without shareholder approval. Shareholders will be
notified before any material change in the objective or
policies becomes effective.

INVESTMENT POLICIES

ACCEPTABLE INVESTMENTS. The Fund invests primarily in
non-U.S. securities. A substantial portion of these will be
equity securities of established companies in economically
developed countries. The Fund will invest at least 65%, and
under normal market conditions substantially all of its total
assets, in equity securities denominated in foreign currencies
of issuers located in at least three countries outside of the
United States. The Fund may also purchase corporate and
government fixed income securities denominated in currencies
other than U.S. dollars; enter into forward commitments,
repurchase agreements, and foreign currency transactions;
maintain reserves in foreign or U.S. money market instruments;
and purchase options and financial futures contracts.

EQUITY AND FIXED INCOME SECURITIES. At the date of this
prospectus, the Fund has committed its assets primarily to
dividend-paying equity securities of established companies
that appear to have growth potential. However, the Fund may
shift its emphasis to fixed income securities, warrants, or
other obligations of foreign companies or governments, if
they appear to offer potential higher return. Fixed income
securities include preferred stock, convertible securities,
bonds, notes, or other debt securities which are investment
grade or higher.

FORWARD COMMITMENTS. Forward commitments are contracts to
purchase securities for a fixed price at a date beyond
customary settlement time. The Fund may enter into these
contracts if liquid securities in amounts sufficient to meet
the purchase price are segregated on the Fund's records at
the trade date and maintained until the transaction has been
settled. Risk is involved if the value of the security
declines before settlement. Although the Fund enters into
forward commitments with the intention of acquiring the
security, it may dispose of the commitment prior to
settlement and realize short-term profit or loss.

MONEY MARKET INSTRUMENTS. The Fund may invest in U.S. and
foreign short-term money market instruments, including
interest-bearing call deposits with banks, government
obligations, certificates of deposit, bankers' acceptances,
commercial paper, short-term corporate debt securities, and
repurchase agreements. These investments may be used to
temporarily invest cash received from the sale of Fund
shares, to establish and maintain reserves for temporary
defensive purposes, or to take advantage of market
opportunities. Investments in the World Bank, Asian
Development Bank, or Inter-American Development Bank are not
anticipated.

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

OPTIONS AND FINANCIAL FUTURES CONTRACTS. The Fund may
purchase put and call options, financial futures contracts,
and options on financial futures contracts. In addition,
the Fund may write (sell) put and call options with respect
to securities in the Fund's portfolio.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may
purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a
future time. The Fund engages in when-issued and delayed
delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment
objective and policies, not for investment leverage. These
transactions are made to secure what is considered to be an
advantageous price and yield for the Fund. Settlement dates
may be a month or more after entering into these transactions,
and the market values of the securities may vary from the
purchase price. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the
transaction. The seller's failure to complete the transaction
may cause the Fund to miss a price or yield considered to be
advantageous.
No fees or other expenses, other than normal transaction
costs, are incurred. However, assets of the Fund sufficient
to make payment for the securities to be purchased are
segregated on the Fund's records at the trade date and are
maintained until the transaction is settled.

FOREIGN CURRENCY TRANSACTIONS. The Fund will enter into
foreign currency transactions to obtain the necessary
currencies to settle securities transactions. Currency
transactions may be conducted either on a spot or cash basis
at prevailing rates or through forward foreign currency
exchange contracts.

The Fund may also enter into foreign currency transactions to
protect Fund assets against adverse changes in foreign
currency exchange rates or exchange control regulations. Such
changes could unfavorably affect the value of Fund assets
which are denominated in foreign currencies, such as foreign
securities or funds deposited in foreign banks, as measured in
U.S. dollars. Although foreign currency exchanges may be used
by the Fund to protect against a decline in the value of one
or more currencies, such efforts may also limit any potential
gain that might result from a relative increase in the value
of such currencies and might, in certain cases, result in
losses to the Fund.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward
foreign currency exchange contract ("forward contract") is an
obligation to purchase or sell an amount of a particular
currency at a specific price and on a future date agreed upon
by the parties.

Generally, no commission charges or deposits are involved. At
the time the Fund enters into a forward contract, Fund assets
with a value equal to the Fund's obligation under the forward
contract are segregated on the Fund's records and are
maintained until the contract has been settled. The Fund will
not enter into a forward contract with a term of more than one
year. The Fund will generally enter into a forward contract
to provide the proper currency to settle a securities
transaction at the time the transaction occurs ("trade date").
The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular
foreign currency by entering into a forward contract to sell
an amount of that currency approximating the value of all or a
portion of the Fund's assets denominated in that currency
("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of
predicting short-term currency market movements and of
precisely matching forward contract amounts and the constantly
changing value of the securities involved. Although the
adviser will consider the likelihood of changes in currency
values when making investment decisions, the adviser believes
that it is important to be able to enter into forward
contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for
hedging purposes in a particular currency in an amount in
excess of the Fund's assets denominated in that currency. No
more than 30% of the Fund's assets will be committed to
forward contracts for hedging purposes at any time. (This
restriction does not include forward contracts entered into to
settle securities transactions.)

PUT AND CALL OPTIONS WITH RESPECT TO EQUITY SECURITIES
The Equity Fund may purchase put and call options on its portfolio
of securities. Put and call options will be used as a hedge to
attempt to protect securities which the Fund holds, or will be
purchasing, against decreases or increases in value. The Fund is
also authorized to write (sell) put and call options on all or any
portion of its portfolio of securities to generate income. The Fund
may write call options on securities either held in its portfolio or
which it has the right to obtain without payment of further
consideration or for which it has segregated cash in the amount of
any additional consideration. In the case of put options written by
the Fund, the Corporation's custodian will segregate cash, U.S.
Treasury obligations, or highly liquid debt securities with a value
equal to or greater than the exercise price of the underlying
securities.
The Fund is authorized to invest in put and call options that are
traded on securities exchanges. The Fund may also purchase and write
over-the-counter options on portfolio securities in negotiated
transactions with the buyers or writers of the options since options
on some of the portfolio securities held by the Fund are not traded
on an exchange. The Fund will purchase and write over-the-counter
options only with investment dealers and other financial
institutions (such as commercial banks or savings and loan
associations) deemed creditworthy by Federated Management and
Fiduciary International, Inc., the Fund's investment adviser and
sub-adviser.
Over-the-counter options are two-party contracts with price and
terms negotiated between buyer and seller. In contrast,
exchange-traded options are third-party contracts with standardized
strike prices and expiration dates and are purchased from a clearing
corporation. Exchange-traded options have a continuous liquid market
while over-the-counter options may not. Prior to exercise or
expiration, an option position can only be terminated by entering
into a closing purchase or sale transaction. This requires a
secondary market on an exchange which may or may not exist for any
particular call or put option at any specific time. The absence of a
liquid secondary market also may limit the Fund's ability to dispose
of the securities underlying an option. The inability to close
options also could have an adverse impact on the Fund's ability to
effectively hedge its portfolio.

FINANCIAL FUTURES AND OPTIONS ON FINANCIAL FUTURES
The Fund may purchase and sell financial futures contracts to hedge
all or a portion of its portfolio securities against changes in
interest rates or securities prices. Financial futures contracts on
securities call for the delivery of particular securities at a
certain time in the future. The seller of the contract agrees to
make delivery of the type of instrument called
for in the contract, and the buyer agrees to take delivery of the
instrument at the specified future time. A financial futures
contract on a securities index does not involve the actual delivery
of securities, but merely requires the payment of a cash settlement
based on changes in the securities index.
The Fund may also write call options and purchase put options on
financial futures contracts as a hedge to attempt to protect
securities in its portfolio against decreases in value resulting
from anticipated increases in market interest rates or broad
declines in securities prices. When the Fund writes a call option on
a financial futures contract, it is undertaking the obligation of
selling the financial futures contract at a fixed price at any time
during a specified period if the option is exercised. Conversely, as
a purchaser of a put option on a financial futures contract, the
Fund is entitled (but not obligated) to sell a financial futures
contract at the fixed price during the life of the option.
The Fund may also write put options and purchase call options on
financial futures contracts as a hedge against rising purchase
prices of securities eligible for purchase by the Fund. The Fund
will use these transactions to attempt to protect its ability to
purchase securities in the future at price levels existing at the
time it enters into the transactions. When the Fund writes a put
option on a futures contract, it is undertaking to buy a particular
futures contract at a fixed price at any time during a specified
period if the option is exercised. As a purchaser of a call option
on a futures contract, the Fund is entitled (but not obligated) to
purchase a futures contract at a fixed price at any time during the
life of the option.
The Fund may not purchase or sell financial futures contracts or
options on financial futures contracts if immediately thereafter the
sum of the amount of initial margin deposits on the Fund's existing
financial futures positions and premiums paid for
related options would exceed 5% of the fair market value of the
Fund's total assets, after taking into account the unrealized
profits and losses on those contracts it has entered into. When the
Fund purchases financial futures contracts, an amount of cash and
cash equivalents, equal to the underlying commodity value of the
financial futures contracts (less any related margin deposits), will
be deposited in a segregated account with the Fund's custodian to
collateralize the position and thereby insure that the use of such
financial futures contracts is unleveraged.

PORTFOLIO TURNOVER. Portfolio securities will be sold when
the Fund's adviser or sub-adviser believes it is appropriate,
regardless of how long those securities have been held.

RISK CONSIDERATIONS. Investing in non-U.S. securities carries
substantial risks in addition to those associated with
domestic investments. In an attempt to reduce some of these
risks, the Fund diversifies its investments broadly among
foreign countries, including both developed and developing
countries. At least three different countries will always be
represented. As of November 30, 1993, the portfolio contained
securities from issuers located primarily in Japan, the United
Kingdom, France, Hong Kong, Switzerland, and Mexico. There
are also investments in several other countries.

The Fund occasionally takes advantage of the unusual
opportunities for higher returns available from investing in
developing countries. These investments, however, carry
considerably more volatility and risk because they are
associated with less mature economies and less stable
political systems.

EXCHANGE RATES. Foreign securities are denominated in
foreign currencies. Therefore, the value in U.S. dollars of
the Fund's assets and income may be affected by changes in
exchange rates and regulations.

Although the Fund values its assets daily in U.S. dollars,
it will not convert its holding of foreign currencies to
U.S. dollars daily.

When the Fund converts its holdings to another currency, it
may incur conversion costs. Foreign exchange dealers
realize a profit on the difference between the prices at
which they buy and sell currencies.

FOREIGN COMPANIES. Other differences between investing in
foreign and U.S. companies include:

less publicly available information about foreign companies;

the lack of uniform financial accounting standards
applicable to foreign companies;

less readily available market quotations on foreign
companies;

differences in government regulation and supervision of
foreign stock exchanges, brokers, listed companies, and
banks;

differences in legal systems which may affect the ability to
enforce contractual obligations or obtain court judgments;

generally lower foreign stock market volume;

the likelihood that foreign securities may be less liquid or
more volatile;

foreign brokerage commissions may be higher;

unreliable mail service between countries; and

political or financial changes which adversely affect
investments in some countries.

U.S. GOVERNMENT POLICIES. In the past, U.S. government
policies have discouraged or restricted certain investments
abroad by investors such as the Fund. Investors are advised
that when such policies are instituted, the Fund will abide
by them.

SHORT SALES. The Fund intends to sell securities short from
time to time, subject to certain restrictions. A short sale
occurs when a borrowed security is sold in anticipation of a
decline in its price. If the decline occurs, shares equal
in number to those sold short can be purchased at the lower
price. If the price increases, the higher price must be
paid. The purchased shares are then returned to the
original lender. Risk arises because no loss limit can be
placed on the transaction. When the Fund enters into a
short sale, assets, equal to the market price of the
securities sold short or any lesser price at which the Fund
can obtain such securities, are segregated on the Fund's
records and maintained until the Fund meets its obligations
under the short sale.

RISKS ASSOCIATED WITH FINANCIAL FUTURES CONTRACTS AND OPTIONS ON
FINANCIAL FUTURES CONTRACTS
Financial futures contracts and options on financial futures
contracts can be highly volatile and could result in a reduction of
the Fund's total return. The Fund's attempt to use such investment
devices for hedging purposes may not be successful. Successful
futures strategies require the ability to predict future movements
in securities prices, interest rates and other economic factors.
When the Fund uses financial futures contracts and options on
financial futures contracts as hedging devices, there is a risk that
the prices of the securities subject to the financial futures
contracts and options on financial futures contracts may not
correlate perfectly with the prices of the securities in the Fund.
This may cause the financial futures contract and any related
options to react to market changes differently than the portfolio
securities. In addition, the investment adviser or sub-adviser could
be incorrect in its expectations about the direction or extent of
market factors, such as interest rate, securities price movements
and other economic factors. In these events, the Fund may lose money
on the financial futures contract or the options on financial
futures contracts. It is not certain that a secondary market for
positions in financial futures contracts or for options on financial
futures contracts will exist at all times. Although the investment
adviser or sub-adviser will consider liquidity before entering into
financial futures contracts or options on financial futures
contracts transactions, there is no assurance that a liquid
secondary market on an exchange will exist for any particular
financial futures contract or option on a financial futures contract
at any particular time. The Fund's ability to establish and close
out financial futures contracts and options on financial futures
contract positions depends on this secondary market. If the Fund is
unable to close out its position due to disruptions in the market or
lack of liquidity, the losses to the Fund could be significant.

INVESTMENT LIMITATIONS

The Fund will not:
with respect to 75% of the value of its total assets, invest
more than 5% of the value of its total assets in the
securities (other than securities issued or guaranteed by
the government of the United States or its agencies or
instrumentalities) of any one issuer;

acquire more than 10% of the outstanding voting securities
of any one issuer, or acquire any securities of Fiduciary
Trust Company International or its affiliates;

borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the
value of its total assets and pledge up to 15% of the value
of those assets to secure such borrowings; or

permit margin deposits for financial futures contracts held
by the Fund, plus premiums paid by it for open options on
financial futures contracts, to exceed 5% of the fair market
value of the Fund's total assets, after taking into account
the unrealized profits and losses on those contracts.

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

The Fund will not:

invest more than 5% of its assets in warrants, except under
certain circumstances;

own securities of open-end or closed-end investment
companies, except under certain circumstances and subject to
certain limitations not exceeding 10% of its total assets;

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

invest more than 15% of the value of its net assets in
illiquid securities, including securities not determined by
the Board of Directors to be liquid, including repurchase
agreements with maturities longer than seven days after
notice;

sell securities short except under strict limitations;

write call options or put options on securities, except that
the Fund may write covered call options and secured put
options on all or any portion of its portfolio, provided the
securities are held in the Fund's portfolio or the Fund is
entitled to them in deliverable form without further payment
or the Fund has segregated cash in the amount of any further
payments; or

purchase put options on securities unless the securities or
an offsetting call option is held in the Fund's portfolio.

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

INVESTING IN CLASS A SHARES

SHARE PURCHASES
Shares are sold on days on which the New York Stock Exchange
is open. Shares may be purchased through a financial
institution which has a sales agreement with the distributor
or directly from the distributor, Federated Securities Corp.
once an account has been established. In connection with the
sale of Shares, Federated Securities Corp. may from time to
time offer certain items of nominal value to any shareholder
or investor. The Fund reserves the right to reject any
purchase request.

Participants in plans under the Liberty Family Retirement
Program shall purchase Shares in accordance with the
requirements of their respective plans.

THROUGH A FINANCIAL INSTITUTION. An investor may call his
financial institution (such as a bank or an investment dealer)
to place an order to purchase Shares. Orders through a
financial institution are considered received when the Fund is
notified of the purchase order. It is the financial
institution's responsibility to transmit orders promptly.
Purchase orders through a registered broker/dealer must be
received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M.
(Eastern time) in order for Shares to be purchased at that
day's price. Purchase orders through other financial
institutions must be received by the financial institution and
transmitted to the Fund before 4:00 P.M. (Eastern time) in
order for Shares to be purchased at that day's price.

DIRECTLY FROM THE DISTRIBUTOR. An investor may place an
order to purchase Shares directly from the distributor once an
account has been established. To do so:

complete and sign the new account form available from the
Fund;

enclose a check made payable to International Equity Fund -
Class A Shares; and

mail both to International Equity Fund, P.O. Box 8604,
Boston, MA 02266-8604.

Orders by mail are considered received after payment by check
is converted by the transfer agent's bank, State Street Bank
and Trust Company ("State Street Bank"), into federal funds.
This is generally the next business day after State Street
Bank receives the check.

BY WIRE. To purchase Shares directly from the distributor by
wire, call the Fund. All information needed will be taken
over the telephone, and the order is considered received when
the transfer agent's bank, State Street Bank, receives payment
by wire. Federal funds should be wired as follows: State
Street Bank and Trust Company, Boston, Massachusetts;
Attention: Mutual Fund Servicing Division; For Credit to:
International Equity Fund - Class A Shares; Fund Number (this
number can be found on the account statement or by contacting
the Fund); Group Number or Order Number; Nominee or
Institution Name; ABA Number 011000028. Shares cannot be
purchased by wire on Columbus Day, Veterans' Day, or Martin
Luther King Day.

MINIMUM INVESTMENT REQUIRED
The minimum initial investment in Shares is $500 unless the
investment is in a retirement plan, in which case the minimum
initial investment is $50. Subsequent investments must be in
amounts of at least $100, except for retirement plans, which
must be in amounts of at least $50. (Other minimum investment
requirements may apply to investments through the Liberty
Family Retirement Program.)

WHAT SHARES COST
Shares are sold at their net asset value next determined after
an order is received, plus a sales charge as follows:
SALES CHARGE SALES CHARGE
AS A AS A
PERCENTAGE PERCENTAGE
OF PUBLIC OF
NET
OFFERING
AMOUNT
AMOUNT OF TRANSACTION PRICE INVESTED
Less than $100,000 4.50% 4.71%
$100,000 but less than $250,000 3.75% 3.90%
$250,000 but less than $500,000 2.50% 2.56%
$500,000 but less than $750,000 2.00% 2.04%
$750,000 but less than $1 million 1.00%
1.01%
$1 million or more 0.00%
0.00%

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

Shareholders designated as Liberty Life Members are exempt
from sales charges.

No sales charge is imposed for Shares purchased through bank
trust departments or investment advisers registered under the
Investment Advisers Act of 1940. In addition, certain
institutions such as insurance companies and certain
associations are exempt from the sales charge for purchases of
Shares. However, investors who purchase Shares through a
trust department or investment adviser may be charged an
additional service fee by that institution.

Shareholders of record in the Fund on September 30, 1989, may
purchase additional Shares at net asset value, without a sales
charge, except that a sales charge will be imposed when the
Shares are acquired in exchange for shares of another fund in
the Liberty Family of Funds.

No sales charge is imposed on purchases made by qualified
retirement plans with over $1 million invested in funds
available in the Liberty Family Retirement Program.

DEALER CONCESSION. For sales of Shares, a dealer will
normally receive up to 90% of the applicable sales charge. Any
portion of the sales charge which is not paid to a dealer will
be retained by the distributor. However, the distributor, in
its sole discretion, may uniformly offer to pay all dealers
selling Shares additional amounts, all or a portion of which
may be paid from the sales charge it normally retains or any
other source available to it. Such additional payments, if
accepted by the dealer, may be in the form of cash or
promotional incentives, and will be predicated upon the amount
of Shares or of the Liberty Family of Funds sold by the
dealer.

The sales charge for Shares sold other than through registered
broker/dealers will be retained by Federated Securities Corp.
Federated Securities Corp. may pay fees to banks out of the
sales charge in exchange for sales and/or administrative
services performed on behalf of the bank's customers in
connection with the initiation of customer accounts and
purchases of Shares.

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

REDUCING THE SALES CHARGE
The sales charge can be reduced on the purchase of Shares
through:

quantity discounts and accumulated purchases;

signing a 13-month letter of intent;

using the reinvestment privilege;

purchases with proceeds from redemptions of unaffiliated
mutual fund shares; or

concurrent purchases.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the
table above, larger purchases reduce the sales charge paid.
The Fund will combine purchases of Shares made on the same day
by the investor, the investor's spouse, and the investor's
children under age 21 when it calculates the sales charge. In
addition, the sales charge, if applicable, is reduced for
purchases made at one time by a trustee or fiduciary for a
single trust estate or a single fiduciary account.

If an additional purchase of Shares is made, the Fund will
consider the previous purchases still invested in the Fund.
For example, if a shareholder already owns Shares having a
current value at the public offering price of $90,000 and he
purchases $10,000 more at the current public offering price,
the sales charge on the additional purchase according to the
schedule now in effect would be 3.75%, not 4.50%.

To receive the sales charge reduction, Federated Securities
Corp. must be notified by the shareholder in writing or by his
financial institution at the time the purchase is made that
Shares are already owned or that purchases are being combined.
The Fund will reduce the sales charge after it confirms the
purchases.

LETTER OF INTENT. If a shareholder intends to purchase at
least $100,000 of shares in the funds in the Liberty Family of
Funds over the next 13 months, the sales charge may be reduced
by signing a letter of intent to that effect. This letter of
intent includes a provision for a sales charge adjustment
depending on the amount actually purchased within the 13-month
period and a provision for the custodian to hold 4.50% of the
total amount intended to be purchased in escrow (in Shares)
until such purchase is completed.

The 4.50% held in escrow will be applied to the shareholder's
account at the end of the 13-month period unless the amount
specified in the letter of intent is not purchased. In this
event, an appropriate number of escrowed Shares may be
redeemed in order to realize the difference in the sales
charge.

This letter of intent will not obligate the shareholder to
purchase Shares, but if he does, each purchase during the
period will be at the sales charge applicable to the total
amount intended to be purchased. This letter may be dated as
of a prior date to include any purchases made within the past
90 days toward the dollar fulfillment of the letter of intent.
Prior trade prices will not be adjusted.

REINVESTMENT PRIVILEGE. If Shares in the Fund have been
redeemed, the shareholder has a one-time right, within 120
days, to reinvest the redemption proceeds at the
next-determined net asset value without any sales charge.
Federated Securities Corp. must be notified by the shareholder
in writing or by his financial institution of the reinvestment
in order to eliminate a sales charge. If the shareholder
redeems his Shares in the Fund, there may be tax consequences.

PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED
MUTUAL FUND SHARES. Investors may purchase Shares at net
asset value, without a sales charge, with the proceeds from
the redemption of shares of a mutual fund which was sold with
a sales charge or commission and was not distributed by
Federated Securities Corp. (This does not include shares
which were or would be subject to a contingent deferred sales
charge upon redemption.) The purchase must be made within 60
days of the redemption, and Federated Securities Corp. must be
notified by the investor in writing or by his financial
institution at the time the purchase is made. Federated
Securities Corp. will offer to pay dealers an amount equal to
.50 of 1% of the net asset value of Shares purchased by their
clients or customers in this manner.

CONCURRENT PURCHASES. For purposes of qualifying for a sales
charge reduction, a shareholder has the privilege of combining
concurrent purchases of two or more funds in the Liberty
Family of Funds, the purchase price of which includes a sales
charge. For example, if a shareholder concurrently invested
$30,000 in one of the other Liberty Funds with a sales charge,
and $70,000 in this Fund, the sales charge would be reduced.

To receive this sales charge reduction, Federated Securities
Corp. must be notified by the shareholder in writing or by his
financial institution at the time the concurrent purchases are
made. The Fund will reduce the sales charge after it confirms
the purchases.

SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to
their investment on a regular basis in a minimum amount of
$100. Under this program, funds may be automatically withdrawn
periodically from the shareholder's checking account and
invested in Shares at the net asset value next determined
after an order is received by the transfer agent, plus the
applicable sales charge. A shareholder may apply for
participation in this program through his financial
institution or directly through the Fund.
CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company
maintains a Share account for each shareholder. Share
certificates are not issued unless requested in writing to
Federated Services Company.

Detailed confirmations of each purchase and redemption are
sent to each shareholder. Annual confirmations are sent to
report dividends paid during the year.

DIVIDENDS

Dividends are declared and paid annually to all shareholders
invested in the Fund on the record date. Dividends are
automatically reinvested in additional Shares on the payment
date, at the ex-dividend date net asset value without a sales
charge, unless shareholders request cash payments on the new
account form or by writing to the transfer agent. All
shareholders on the record date are entitled to the dividend.
If Shares are redeemed or exchanged prior to the record date
or purchased after the record date, those Shares are not
entitled to that year's dividend.

CAPITAL GAINS
Capital gains realized by the Fund, if any, will be
distributed at least once every twelve months.

RETIREMENT PLANS
Shares of the Fund can be purchased as an investment for
retirement plans or for IRA accounts. For further details,
including prototype retirement plans, contact the Fund and
consult a tax adviser.

EXCHANGE PRIVILEGE

In order to provide greater flexibility to Fund shareholders
whose investment objectives have changed, Class A shareholders
may exchange all or some of their Shares for Class A Shares in
other funds in the Liberty Family of Funds. Shareholders of
Class A Shares may also exchange into certain other funds for
which affiliates of Federated Investors serve as investment
adviser or principal underwriter ("Federated Funds") which are
sold with a sales charge different from that of the Fund's or
with no sales charge and which are advised by subsidiaries or
affiliates of Federated Investors. These exchanges are made
at net asset value plus the difference between the Fund's
sales and CDSC already paid and any sales charge of the fund
into which the Shares are to be exchanged, if higher. Neither
the Fund nor any of the funds in the Liberty Family of Funds
imposes any additional fees on exchanges. Participants in a
plan under the Liberty Family Retirement Program may exchange
all or some of their Shares for Class A Shares of other funds
offered under the plan at net asset value without a CDSC.

REDUCED SALES CHARGE
If a shareholder making such an exchange qualifies for a
reduction of the sales charge, Federated Securities Corp. must
be notified in writing by the shareholder or by his financial
institution.

REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange Shares having
a net asset value of at least $500. Before the exchange, the
shareholder must receive a prospectus of the fund for which
the exchange is being made.

This privilege is available to shareholders resident in any
state in which the fund shares being acquired may be sold.
Upon receipt of proper instructions and required supporting
documents, Shares submitted for exchange are redeemed and the
proceeds invested in shares of the other fund. The exchange
privilege may be modified or terminated at any time.
Shareholders will be
notified of the modification or termination of the exchange
privilege.

Further information on the exchange privilege and prospectuses
for the Liberty Family of Funds or certain Federated Funds
are available by contacting the Fund.

TAX CONSEQUENCES
An exercise of the exchange privilege is treated as a sale for
federal income tax purposes. Depending on the circumstances,
a short-term or long-term capital gain or loss may be
realized.

MAKING AN EXCHANGE

Instructions for exchanges for the Liberty Family of Funds and
certain Federated Funds may be given in writing or by
telephone. Written instructions may require a signature
guarantee. Shareholders of the Fund may have difficulty in
making exchanges by telephone through brokers and other
financial institutions during times of drastic economic or
market changes. If a shareholder cannot contact his broker or
financial institution by telephone, it is recommended that an
exchange request be made in writing and sent by overnight mail
to State Street Bank and Trust Company, Boston Financial Data
Services, Inc., Attention: Federated Division, Two Heritage
Drive, North Quincy, Massachusetts 02171.

Instructions for exchanges for the Liberty Family Retirement
Program should be given to the plan administrator.

TELEPHONE INSTRUCTIONS. Telephone instructions made by the
investor may be carried out only if a telephone authorization
form completed by the investor is on file with the transfer
agent. If the instructions are given by a broker, a telephone
authorization form completed by the broker must be on file
with the transfer agent. Shares may be exchanged between two
funds by telephone only if the two funds have identical
shareholder registrations.

Any Shares held in certificate form cannot be exchanged by
telephone but must be forwarded to State Street Bank, Boston
Financial Data Services, Inc., Attention: Federated Division,
Two Heritage Drive, North Quincy, Massachusetts 02171, and
deposited to the shareholder's account before being exchanged.
Telephone exchange instructions may be recorded and will be
binding upon the shareholder. Such instructions will be
processed as of 4:00 P.M. (Eastern time) and must be received
by the transfer agent before that time for Shares to be
exchanged the same day. Shareholders exchanging into a fund
will not receive any dividend that is payable to shareholders
of record on that date. This privilege may be modified or
terminated at any time.

If reasonable procedures are not followed by the Fund, it may
be liable for losses due to unauthorized or fraudulent
telephone instructions.

REDEEMING CLASS A SHARES

The Fund redeems Shares at their net asset value, less any
applicable CDSC, next determined after the transfer agent
receives the redemption request. Redemptions will be made on
days on which the Fund computes its net asset value.
Redemptions can be made through a financial institution or
directly from the Fund. Redemption requests must be received
in proper form. Redemptions of Shares held through the
Liberty Family Retirement Program will be governed by the
requirements of the respective plans.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares by calling his financial
institution (such as a bank or an investment dealer) to
request the redemption. Shares will be redeemed at the net
asset value, less any applicable CDSC, next determined after
the Fund receives the redemption request from the financial
institution. Redemption requests through a registered
broker/dealer must be received by the broker before 4:00 P.M.
(Eastern time) and must be transmitted by the broker to the
Fund before 5:00 P.M. (Eastern time) in order for Shares to be
redeemed at that day's net asset value. Redemption requests
through other financial institutions must be received by the
financial institution and transmitted to the Fund before 4:00
P.M. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. The financial institution is
responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Fund.
The financial institution may charge customary fees and
commissions for this service.

DIRECTLY FROM THE FUND

BY TELEPHONE. Shareholders who have not purchased through a
financial institution may redeem their Shares by telephoning
the Fund. The proceeds will be mailed to the shareholder's
address of record or wire transferred to the shareholder's
account at a domestic commercial bank that is a member of the
Federal Reserve System, normally within one business day, but
in no event longer than seven days after the request. The
minimum amount for a wire transfer is $1,000. If at any time
the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly
notified.

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

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

If reasonable procedures are not followed by the Fund, it may
be liable for losses due to unauthorized or fraudulent
telephone instructions.

BY MAIL. Any shareholder may redeem Shares by sending a
written request to State Street Bank, Boston Financial Data
Services, Inc., Attention: Federated Division, Two Heritage
Drive, North Quincy, Massachusetts 02171. The written request
should include the shareholder's name, the Fund name and class
of Shares' name, the account number, and the Share or dollar
amount requested and should be signed exactly as the Shares
are registered.

If Share certificates have been issued, they must be properly
endorsed and should be sent by registered or certified mail
with the written request. Shareholders should call the Fund
for assistance in redeeming by mail.

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

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

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

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

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

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

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

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

The CDSC will not be imposed on Shares acquired through
reinvestment of dividends or distributions of short-term or
long-term capital gains. Redemptions are deemed to have
occurred in the following order: 1) Shares acquired through
the reinvestment of dividends and long-term capital gains, 2)
purchases of Shares occurring more than one year before the
date of redemption, 3) purchases of Shares within the previous
year without the use of redemption proceeds as described
above, and 4) purchases of Shares within the previous year
through the use of redemption proceeds as described above.

The CDSC will not be imposed when a redemption results from a
tax-free return under the following circumstances: (i) a total
or partial distribution from a qualified plan, other than an
IRA, Keogh Plan, or a custodial account, following retirement;
(ii) a total or partial distribution from an IRA, Keogh Plan,
or a custodial account, after the beneficial owner attains age
59-1/2; or (iii) from the death or total and permanent
disability of the beneficial owner. The exemption from the
CDSC for qualified plans, an IRA, Keogh Plan or a custodial
account does not extend to account transfers, rollovers, and
other redemptions made for purposes of reinvestment.

A CDSC will not be charged in connection with exchanges of
Shares for Class A Shares in other Liberty Family Funds or
Liberty Family Retirement Program funds or in connection with
redemptions by the Fund of accounts with low balances. No
CDSC will be charged for redemption from the Liberty Family
Retirement Program.

REDEMPTION BEFORE PURCHASE INSTRUMENTS CLEAR

When Shares are purchased by check or through the Automated
Clearing House ("ACH"), the proceeds from the redemption of
those Shares are not available, and the Shares may not be
exchanged, until the Fund or its agents are reasonably certain
that the purchase check has cleared, which could take up to
ten calendar days.

SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined
amount not less than $100 may take advantage of the Systematic
Withdrawal Program. Under this program, Shares are redeemed
to provide for periodic withdrawal payments in an amount
directed by the shareholder. Depending upon the amount of the
withdrawal payments, the amount of dividends paid and capital
gains distributions with respect to Shares, and the
fluctuation of the net asset value of Shares redeemed under
this program, redemptions may reduce, and eventually deplete,
the shareholder's investment in Shares. For this reason,
payments under this program should not be considered as yield
or income on the shareholder's investment in Shares. To be
eligible to participate in this program, a shareholder must
have an account value of at least $10,000. A shareholder may
apply for participation in this program through his financial
institution. Due to the fact that Shares are sold with a
sales charge, it is not advisable for shareholders to be
purchasing Shares while participating in this program.

ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low
balances, the Fund may redeem Shares in any account, except
retirement plans, and pay the proceeds to the shareholder if
the account balance falls below the required minimum value of
$500. This requirement does not apply, however, if the
balance falls below $500 because of changes in the Fund's net
asset value.

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

REDEMPTION IN KIND
The Fund is obligated to redeem Shares solely in cash up to
$250,000 or 1% of the Fund's net asset value, whichever is
less, for any one shareholder within a 90-day period.

Any redemption beyond this amount will also be in cash unless
the Directors determine that further cash payments will have a
materially adverse effect on remaining shareholders. In such
a case, the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments, valued in the same
way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the Directors
deem fair and equitable.

Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders receiving their
securities and selling them could receive less than the
redemption value of their securities and could incur certain
transaction costs.

INTERNATIONAL SERIES, INC. INFORMATION

MANAGEMENT OF THE CORPORATION
BOARD OF DIRECTORS. The Corporation is managed by a Board of
Directors. The Directors are responsible for managing the
Corporation's business affairs and for exercising all the
Corporation's powers except those reserved for the
shareholders. An Executive Committee of the Board of
Directors handles the Board's responsibilities between
meetings of the Board.

OFFICERS AND DIRECTORS. Officers and Directors are listed
with their addresses, principal occupations and present
positions, including any affiliation with Federated Investors,
Federated Management, Federated Securities Corp., Federated
Administrative Services, Federated Services Company, and the
Funds described in the Combined Statement of Additional
Information.

Position with Principal Occupation
Name and Address the Corporation During
Past Five Years

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

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

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

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

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

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

Peter E. Madden Director Consultant; State Represen-
225 Franklin Street tative, Commonwealth of
Boston, MA Massachusetts; Director,
Trustee,
or Managing General Partner of
the Funds; formerly, President,
State Street Bank and Trust
Company and State Street Boston
Corporation and Trustee, Lahey
Clinic Foundation, Inc.
Position with Principal Occupation
Name and Address the Corporation During
Past Five Years

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

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

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

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

Position with Principal Occupation
Name and Address the Corporation During
Past Five Years

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

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

Edward C. Gonzales Vice President Vice
President, Treasurer, and
Federated Investors and Treasurer Trustee,
Federated Investors;
Tower Vice President and Treasurer,
Pittsburgh, PA Federated Advisers, Federated
Management, and Federated
Research; Executive Vice
President, Treasurer, and
Director, Federated Securities
Corp.; Trustee, Federated
Services Company; Chairman,
Treasurer, and Trustee,
Federated
Administrative Services;
Trustee or
Director of some of the Funds;
Vice
President and Treasurer of the
Fund.
Position with Principal Occupation
Name and Address the Corporation During
Past Five Years

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

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

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

@ Members of the Corporation's Executive Committee. The
Executive Committee of the Board of Directors handles the
responsibilities of the Board of Directors between meetings of
the Board.
</TABLE>

INVESTMENT ADVISER. Investment decisions for the Fund are
made by Federated Management, the Fund's investment adviser
(the "Adviser"), subject to direction by the Board of
Directors. The Adviser continually conducts investment
research and supervision for the Fund and is responsible for
the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund.

ADVISORY FEES. The Adviser receives an annual investment
advisory fee equal to 1.00% of the Fund's average daily net
assets. The fee paid by the Fund, while higher than the
advisory fee paid by other mutual funds in general, is
comparable to fees paid by many mutual funds with similar
objectives and policies. The Adviser may voluntarily waive a
portion of its fee. The Adviser can terminate this voluntary
waiver at any time at its sole discretion. The Adviser has also
undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.

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

Randall S. Bauer is the Fund's portfolio manager. He has
contributed toward the management of the Fund's portfolio of
investments since December 1, 1990, when Federated
Management became the Fund's sub-adviser, and has continued
in that capacity through March 15, 1994, when, pursuant to
shareholder approval, Federated Management became the Fund's
investment adviser. Mr. Bauer joined Federated Investors in
1989 as an Assistant Vice President of Federated Management.
Mr. Bauer was an Assistant Vice President of the
International Banking Division at Pittsburgh National Bank
from 1982 until 1989. Mr. Bauer is a Chartered Financial
Analyst and received his M.B.A. in Finance from Pennsylvania
State University.

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

SUB-ADVISER. Under the terms of a Sub-Advisory Agreement
between Federated Management and Fiduciary International,
Inc., Fiduciary International, Inc. will furnish to Federated
Management such investment advice, statistical and other
factual information as may from time to time be reasonably
requested by Federated Management.

SUB-ADVISORY FEES. For its services under the Sub-Advisory
Agreement, Fiduciary International, Inc. ("Fiduciary")
receives an annual fee from Federated Management equal to
.50 of 1% of average daily net assets of the Fund. The
sub-advisory fee is accrued and paid daily. In the event
that the fee due from the Fund to Federated Management is
reduced in order to meet expense limitations imposed on the
Fund by state securities laws or regulations, the
sub-advisory fee will be reduced by one-half of said
reduction in the fee due from the Fund to Federated
Management. Notwithstanding any other provision in the
Sub-Advisory Agreement, Fiduciary International, Inc. may
from time to time and for such periods as it deems
appropriate, reduce its compensation (and, if appropriate,
assume expenses of the Fund) to the extent that the Fund's
expenses exceed such lower expense limitations as Fiduciary
International, Inc. may, by notice to the Fund, voluntarily
declare to be effective.

SUB-ADVISER'S BACKGROUND. Fiduciary International, Inc. is a
New York corporation that was organized in 1982 as Fir Tree
Advisers, Inc. Fiduciary International, Inc. is a
wholly-owned subsidiary of Fiduciary Investment Corporation,
which, in turn, is a wholly-owned subsidiary of Fiduciary
Trust Company International. Fiduciary Trust Company
International has more than 30 years of experience in
managing funds which invest in the international markets.

Margaret Lindsay has been the Fund's portfolio manager since
mid-1992, when Fiduciary International, Inc. was the Fund's
investment adviser. Ms. Lindsay joined Fiduciary
International, Inc. in 1991 as a Vice President. From 1987
through 1991, Ms. Lindsay worked in international strategy,
analysis and sales at S.G. Warburg Securities.

Fiduciary International, Inc. is a registered investment
adviser under the Investment Advisers Act of 1940. The
Adviser and sub-adviser, their officers, affiliates, and
employees may act as investment managers for parties other
than the Fund, including other investment companies.

DISTRIBUTION OF CLASS A SHARES
Federated Securities Corp. is the principal distributor for
Shares of the Fund. Federated Securities Corp. is located at
Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779. It is a Pennsylvania corporation organized on
November 14, 1969, and is the principal distributor for a
number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. Federated
Securities Corp. will pay dealers an amount equal to 0.50 of
1% of the net asset value of Shares purchased by their clients
or customers under the Liberty Family Retirement Program.
(Such payments are subject to a reclaim from the dealer should
the assets leave the Program within 12 months after purchase.)
These payments will be made directly by the distributor and
will not be made from the assets of the Fund or by the
assessment of a sales charge on Shares.

ADMINISTRATION OF THE FUND
ADMINISTRATIVE SERVICES. Federated Administrative Services,
which is a subsidiary of Federated Investors, provides the
Fund with the administrative personnel and services necessary
to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services.
Federated Administrative Services provides these at an annual
rate as specified below:

AVERAGE AGGREGATE DAILY
ADMINISTRATIVE NET ASSETS OF THE
FEE CORPORATION
0.150% on the first $250 million
0.125% on the next $250 million
0.100% on the next $250 million
0.075% on average aggregate daily
net assets
in excess of $750 million

The administrative fee received during any fiscal year shall
be at least $50,000 per Fund. Federated Administrative
Services may voluntarily waive a portion of its fee.

SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan (the
"Services Plan") with respect to Class A Shares and Class C
Shares . Under the Services Plan, financial institutions will
enter into shareholder service agreements with the Fund to
provide administrative support services to their customers who
from time to time may be owners of record or beneficial owners
of Class A Shares. In return for providing these support
services, a financial institution may receive payments from
the Fund at a rate not exceeding .25% of the average daily net
assets of the Class A Shares beneficially owned by the
financial institution's customers for whom it is holder of
record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to,
the following functions: providing office space, equipment,
telephone facilities, and various personnel including
clerical, supervisory, and computer, as necessary or
beneficial to establish and maintain shareholder accounts and
records; processing purchase and redemption transactions and
automatic investments of client account cash balances;
answering routine client inquiries regarding the Fund;
assisting clients in changing dividend options, account
designations, and addresses; and providing such other services
as the Fund reasonably requests.

In addition to receiving payments under the Services Plan,
financial institutions may be compensated by the distributor,
or affiliates thereof, for providing administrative support
services to holders of Shares. These payments will be made
directly by the distributor and will not be made from the
assets of the Fund.

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

CUSTODIAN. State Street Bank and Trust Company, P.O. Box
8604, Boston, Massachusetts 02266-8604, is custodian for the
securities and cash of the Fund. Foreign instruments
purchased by the Fund are held by foreign banks participating
in a network coordinated by State Street Bank.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated
Services Company, Pittsburgh, Pennsylvania, is transfer agent
for the Shares of the Fund and dividend disbursing agent for
the Fund.

LEGAL COUNSEL. Legal counsel is provided by Houston, Houston
& Donnelly, 2510 Centre City Tower, Pittsburgh, Pennsylvania
15222 and Dickstein, Shapiro & Morin, 2101 L Street, N.W.,
Washington, D.C. 20037.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public
accountants for the Fund are Arthur Andersen & Co., 2100 One
PPG Place, Pittsburgh, Pennsylvania 15222.

BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and
sale of portfolio instruments, the Adviser and sub-adviser
look for prompt execution of the order at a favorable price.
In working with dealers, the Adviser and sub-adviser will
generally utilize those who are recognized dealers in specific
portfolio instruments, except when a better price and
execution of the order can be obtained elsewhere. In
selecting among firms believed to meet this criteria, the
Adviser and sub-adviser may give consideration to those firms
which have sold or are selling Shares of the Fund and other
funds distributed by Federated Securities Corp. The Adviser
and sub-adviser make decisions on portfolio transactions and
select brokers and dealers subject to review by the Board of
Directors.

EXPENSES OF THE FUND AND CLASS A SHARES
Holders of each class of shares pay their allocable portion of
Fund and Corporation expenses.

The Fund expenses for which holders of Shares pay their
allocable portion include, but are not limited to:
registering the Fund and Shares of the Fund; investment
advisory services; taxes and commissions; custodian fees;
insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise from time to time.

At present, the only expenses which are allocated specifically
to Shares as a class are expenses under the Fund's Shareholder
Services Plan. However, the Directors reserve the right to
allocate certain other expenses to holders of Shares as they
deem appropriate ("Class Expenses"). In any case, Class
Expenses would be limited to: transfer agent fees as
identified by the transfer agent as attributable to holders of
Shares; fees under the Fund's Shareholder Services Plan;
printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders; registration
fees paid to the Securities and Exchange Commission and to
state securities commissions; expenses related to
administrative personnel and services as required to support
holders of Shares; legal fees relating solely to Shares; and
Directors' fees incurred as a result of issues relating solely
to Shares.

SHAREHOLDER INFORMATION

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

As a Maryland corporation, the Corporation is not required to
hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Fund's operation and
for the election of Directors under certain circumstances.

Directors may be removed by a two-thirds vote of the number of
Directors prior to such removal or by a two-thirds vote of the
shareholders at a special meeting. The Directors shall call a
special meeting of shareholders upon the written request of
shareholders owning at least 10% of the Corporation's
outstanding shares entitled to vote.

TAX INFORMATION

FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to
meet requirements of the Internal Revenue Code, as amended,
applicable to regulated investment companies and to receive
the special tax treatment afforded to such companies. However,
the Fund may invest in the stock of certain foreign
corporations which would constitute a Passive Foreign
Investment Company (PFIC). Federal income taxes may be
imposed on the Fund upon disposition of PFIC investments.

The Fund will be treated as a single, separate entity for
federal income tax purposes so that income (including capital
gains) and losses realized by the Corporation's other
portfolios, if any, will not be combined for tax purposes with
those realized by the Fund.

Investment income received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at
the source. The United States has entered into tax treaties
with many foreign countries that entitle the Fund to reduced
tax rates or exemptions on this income. The effective rate of
foreign tax cannot be predicted since the amount of Fund
assets to be invested within various countries is unknown.
However, the Fund intends to operate so as to qualify for
treaty-reduced tax rates where applicable.

Unless otherwise exempt, shareholders are required to pay
federal income tax on any dividends and other distributions,
including capital gains distributions, received. This applies
whether dividends and distributions are received in cash or as
additional Shares. Distributions representing long-term
capital gains, if any, will be taxable to shareholders as
long-term capital gains no matter how long the shareholders
have held the Shares. No federal income tax is due on any
dividend earned in an IRA or qualified retirement plan until
distributed.

If more than 50% of the value of the Fund's assets at the end
of the tax year is represented by stock or securities of
foreign corporations, the Fund intends to qualify for certain
Internal Revenue Code stipulations that would allow
shareholders to claim a foreign tax credit or deduction on
their U.S. income tax returns. The Internal Revenue Code may
limit a shareholder's ability to claim a foreign tax credit.
Furthermore, shareholders who elect to deduct their portion of
the Fund's foreign taxes rather than take the foreign tax
credit must itemize deductions on their income tax returns.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES
In the opinion of Houston, Houston & Donnelly, counsel to the
Fund:

the Fund is subject to the Pennsylvania corporate franchise
tax; and

Fund shares are exempt from personal property taxes imposed
by counties, municipalities, and school districts in
Pennsylvania.
Shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local
tax laws.

PERFORMANCE INFORMATION
From time to time the Fund advertises the total return for
Class A Shares.

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

The performance information reflects the effect of the maximum
sales load and other similar non-recurring charges, such as
the CDSC, which, if excluded, would increase the total return.

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

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

OTHER CLASSES OF SHARES

The Fund does not presently offer Class B Shares. Class C
Shares, the other class of shares offered by the Fund, are
sold primarily to customers of financial institutions at net
asset value with no initial sales charge. Class C Shares are
distributed pursuant to a Rule 12b-1 Plan adopted by the Fund
whereby the distributor is paid a fee of up to .75 of 1%, in
addition to a shareholder services fee of .25 of 1% of the
Class C Shares' average daily net assets. Class C Shares are
subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which case the
minimum investment is $50.

The amount of dividends payable to Class A Shares will
generally exceed that of Class C Shares by the difference
between Class Expenses borne by shares of each respective
class.

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

INTERNATIONAL EQUITY FUND
CLASS C SHARES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following table has been audited by Arthur Andersen & Co. the Fund's
independent public accountants. Their report dated January 21, 1994,
is included in the Annual Report, which is incorporated
by reference. This table should be read in conjunction with the Fund's
financial statements and notes thereto, which may be obtained from the Fund.

<TABLE>
<CAPTION>
YEAR ENDED
NOVEMBER 30,
1993**
- ------------------------------------------------------------- ------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $14.88
- -------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------
Net investment income (0.04)
- -------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 1.57
- ------------------------------------------------------------- ------
Total from investment operations 1.53
- -------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------
Dividends to shareholders from net investment income --
- -------------------------------------------------------------
Distributions for shareholders from net realized gain on in- --
vestment transactions ------
- -------------------------------------------------------------
TOTAL DISTRIBUTIONS --
- ------------------------------------------------------------- ------
NET ASSET VALUE, END OF PERIOD $16.41
- ------------------------------------------------------------- ------
TOTAL RETURN* 10.28%
- -------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------
Expenses 2.57%(b)
- -------------------------------------------------------------
Net investment income (1.10%)(b)
- -------------------------------------------------------------
Expense waiver/reimbursement(a) .01%(b)
- -------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------
Net assets, end of period (000 omitted) $2,852
- -------------------------------------------------------------
Portfolio turnover rate*** 74%
- -------------------------------------------------------------
</TABLE>
* Based on net asset value which does not reflect the sales load or redemption
fee, if applicable.
** Reflects operations for the period from March 31, 1993 (date of initial
public offering) to November 30, 1993.
***Represents portfolio turnover rate for the entire fund.
(a) Increase/decrease in above expense/income ratios due to waivers or
reimbursements of expenses (Note 4).
(b) Computed on an annualized basis.
(See Notes which are an integral part of the financial statements)

FINANCIAL STATEMENTS
The financial statements for the fiscal year ended November 30, 1993, are
incorporated herein by reference to the annual Report of the Fund dated
November 30, 1993, which was filed with the Securities and Exchange
Commission on February 2, 1994.

ADDRESSES
- ---------------------------------------------------------------------

International Equity Fund Federated Investors Tower
Class A Shares Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------

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

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

Sub-Adviser
Fiduciary International, Inc. Two World Trade Center
New York, New York 10048
- ---------------------------------------------------------------------

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

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

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

Independent Public Accountants
Arthur Andersen & Co. 2100 One PPG Place
Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------

INTERNATIONAL EQUITY FUND
CLASS A SHARES
PROSPECTUS

A Diversified Portfolio of International Series, Inc.
(formerly, FT Series, Inc.),

An Open-End, Management Investment Company

March 29, 1994

FEDERATED SECURITIES CORP.
Distributor

A subsidiary of FEDERATED INVESTORS

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

1010302A (3/94)

INTERNATIONAL EQUITY FUND

A PORTFOLIO OF INTERNATIONAL SERIES, INC.
(FORMERLY, FT SERIES, INC.)

CLASS C SHARES

PROSPECTUS

The Class C Shares of International Equity Fund (the "Fund")
offered by this prospectus represent interests in the Fund,
which is a diversified investment portfolio in International
Series, Inc. (formerly, FT Series, Inc.) (the "Corporation"),
an open-end, management investment company (a mutual fund).

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

The Fund has also filed a Combined Statement of Additional
Information for Class C Shares and Class A Shares dated March
29, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional
Information is incorporated by reference into this prospectus.
You may
request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To
obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this
prospectus.

Prospectus dated March 29, 1994

TABLE OF CONTENTS

SUMMARY OF FUND EXPENSES

FINANCIAL HIGHLIGHTS - CLASS C SHARES

GENERAL INFORMATION

LIBERTY FAMILY OF FUNDS

LIBERTY FAMILY RETIREMENT PROGRAM

INVESTMENT INFORMATION

Investment Objective
Investment Policies
Acceptable Investments
Equity and Fixed Income Securities
Forward Commitments
Money Market Instruments
Repurchase Agreements

Options and Financial Futures Contracts

When-Issued and Delayed Delivery Transactions
Foreign Currency Transactions
Forward Foreign Currency Exchange Contracts

Put and Call Options With Respect to Equity Securities
Financial Futures and Options on Financial Futures

Portfolio Turnover
Risk Considerations
Exchange Rates
Foreign Companies
U.S. Government Policies
Short Sales

Risks Associated with Financial Futures Contracts and
Options on Financial
Futures Contracts

Investment Limitations

NET ASSET VALUE

INVESTING IN CLASS C SHARES

Share Purchases
Through a Financial Institution
Directly from the Distributor
By Wire
Minimum Investment Required
What Shares Cost
Systematic Investment Program
Certificates and Confirmations
Dividends
Capital Gains
Retirement Plans
EXCHANGE PRIVILEGE

Requirements for Exchange
Tax Consequences
Making an Exchange
Telephone Instructions

REDEEMING CLASS C SHARES

Through a Financial Institution
Directly from the Fund
By Telephone
By Mail
Signatures

Contingent Deferred Sales Charge

Redemption Before Purchase Instruments Clear
Systematic Withdrawal Program
Accounts with Low Balances
Redemption in Kind

INTERNATIONAL SERIES, INC. INFORMATION

Management of the Corporation
Board of Directors
Officers and Directors
Investment Adviser
Advisory Fees
Adviser's Background
Sub-Adviser
Sub-Advisory Fees
Sub-Adviser's Background
Distribution of Class C Shares
Distribution Plan
Other Payments to Financial Institutions
Administration of the Fund
Administrative Services
Shareholder Services Plan

Custodian
Transfer Agent and Dividend Disbursing Agent

Legal Counsel
Independent Public Accountants
Brokerage Transactions
Expenses of the Fund and Class C Shares

SHAREHOLDER INFORMATION

Voting Rights

TAX INFORMATION

Federal Income Tax
Pennsylvania Corporate and
Personal Property Taxes

PERFORMANCE INFORMATION

OTHER CLASSES OF SHARES

FINANCIAL HIGHLIGHTS - CLASS A SHARES

FINANCIAL STATEMENTS

ADDRESSES

Inside Back Cover

SUMMARY OF FUND EXPENSES-CLASS C SHARES

SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering
price).........................................................
None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering
price).........................................................
None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds as applicable)
(1)............... 1.00%
Redemption Fees (as a percentage of amount
redeemed, if applicable)
..................................................................
...... None
Exchange
Fee...............................................................
................................ None

ANNUAL CLASS C SHARES OPERATING EXPENSES
(As a percentage of average net assets)

Management Fee (after waiver)
(2).......................................................
___%
12b-1
Fee...............................................................
....................................... 0.75%
Total Other
Expenses..........................................................
...................... ___%
Shareholder Services
Fee...............................................................
..... ___%
Total Class C Shares Operating Expenses
(3)................................... ___%

(1) The contingent deferred sales charge assessed is 1.00% of
the lesser of the original purchase price or the net asset
value of shares redeemed within one year of their purchase
date. For a more complete description, see "Redeeming Class C
Shares."

(2) The management fee has been reduced to reflect the
voluntary waiver of a portion of the management fee. The
maximum management fee is 1.00%.

(3) The Total Class C Shares Operating Expenses would have been
___% absent the voluntary waiver of a portion of the
management fee.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A HOLDER OF
CLASS C SHARES OF THE FUND WILL BEAR, EITHER DIRECTLY OR
INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS
AND EXPENSES, SEE "INVESTING IN CLASS C SHARES" AND
"INTERNATIONAL SERIES, INC., INFORMATION." WIRE-TRANSFERRED
REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL
FEES.

LONG TERM SHAREHOLDERS MAY PAY MORE THAN THE ECONOMIC EQUIVALENT
OF THE MAXIMUM FRONT END SALES CHARGES PERMITTED UNDER THE RULES
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

EXAMPLE 1 year
3 years
You would pay the following expenses
on a $1,000 investment assuming
(1) 5% annual return and (2) redemption
at the end of each time
period............................................................
....... $ $
You would pay the following expenses on
the same investment, assuming no
redemption
........................................................ $
$

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN.

The information set forth in the foregoing table and examples
relates only to Class C Shares of the Fund. The Fund also offers
another class of shares called Class A Shares. Class A Shares and
Class C Shares are subject to certain of the same expenses;
however, Class A Shares are subject to a maximum sales charge of
4.50% and may be subject to a contingent deferred sales charge
but are not subject to a 12b-1 fee. See "Other Classes of
Shares."

GENERAL INFORMATION

The Corporation was established as FT International Trust, a
Massachusetts business trust, on March 9, 1984, and
reorganized as a corporation under the laws of the state of
Maryland on February 11, 1991. At a special meeting of
shareholders held on March 15, 1994, the shareholders of the
Corporation approved an amendment to the Articles of
Incorporation to change the name of the Corporation to
International Series, Inc. The Corporation's address is
Liberty Center, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. The Articles of Incorporation permit
the Corporation to offer separate series of shares
representing interests in separate portfolios of securities.
The shares in any one portfolio may be offered in separate
classes. With respect to this Fund, as of the date of this
prospectus, the Board of Directors ("Directors") has
established two classes of shares known as Class A Shares and
Class C Shares. This prospectus relates only to Class C
Shares ("Shares ") of the Corporation's portfolio known as
International Equity Fund.

Shares of the Fund are designed for investors who wish to
spread their investments beyond the United States and who are
prepared to accept the particular risks associated with these
investments. It is not intended to provide a complete
investment program for an investor. Shares are sold at net
asset value and are redeemed at net asset value. However, a
contingent deferred sales charge ("CDSC") of 1.00% will be
charged on assets redeemed within the first twelve months
following purchase. A minimum initial investment of $1,500 is
required, unless the investment is in a retirement account, in
which case the minimum investment is $50.

INTERNATIONAL EQUITY FUND
CLASS C SHARES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The Fund's current net asset value can be found in the mutual
funds section of local newspapers under "Liberty Family
Funds."