FEDERATED HIGH YIELD TRUST
485BPOS, 1996-04-29
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                                   1933 Act File No. 2-91091
                                   1940 Act File No. 811-4018

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        X

   Pre-Effective Amendment No.          ..........

   Post-Effective Amendment No.   21    ..........        X
                                --  ---

                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.     17    .......................        X
                   --

                         FEDERATED HIGH YIELD TRUST

             (Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
 x  on April 30, 1996 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii)
    on                   pursuant to paragraph (a)(ii) of Rule 485.
       -----------------

If appropriate, check the following box:

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



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 April 15,1996; 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:

Matthew G. Maloney, Esquire
2101 L Street, N.W.
Washington, D.C.  20037





                            CROSS REFERENCE SHEET

     This Amendment to the Registration Statement of FEDERATED HIGH YIELD
TRUST is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............Cover Page.
Item 2.   Synopsis.................Summary of Trust Expenses.
Item 3.   Condensed Financial
          Information..............Financial Highlights; Performance
                                   Information; Financial Statements.
Item 4.   General Description of
          Registrant...............General Information; Investment
                                   Information; Investment Objective;
                                   Investment Policies; Investment Risks;
                                   Investment Limitations
 .
Item 5.   Management of the Trust..Trust Information; Management of the
                                   Trust; Distribution of Trust Shares;
                                   Administration of the Trust.
Item 6.   Capital Stock and Other
          Securities...............Dividends; Capital Gains, Retirement
                                   Plans; Shareholder Information; Voting
                                   Rights; Tax Information; Federal Income
                                   Tax; State and Local Taxes.
Item 7.   Purchase of Securities
          Being Offered............Net Asset Value; Investing in the Trust;
                                   Share Purchases; Minimum Investment
                                   Required; What Shares Cost; Certificates
                                   and Confirmations.
Item 8.   Redemption or
          Repurchase...............Redeeming Shares; Telephone Redemption;
                                   Written Requests; Accounts with Low
                                   Balances; Redemption in Kind.
Item 9.   Pending Legal
          Proceedings..............None.


PART. B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.  Cover Page...............Cover Page.
Item 11.  Table of Contents........Table of Contents.
Item 12.  General Information
          and History..............General Information About the Trust.
Item 13.  Investment Objectives
          and Policies.............Investment Objective and Policies;
                                   Investment Limitations
Item 14.  Management of the Trust..Federated High Yield Trust Management;
                                   Trustees' Compensation; Trustees'
                                   Liability
Item 15.  Control Persons and
          Principal Holders of
          Securities...............Trust Ownership.
Item 16.  Investment Advisory and
          Other Services...........Investment Advisory Services; Other
                                   Services;
Item 17.  Brokerage Allocation.....Brokerage Transactions.
Item 18.  Capital Stock and
          Other Securities.........Massachusetts Partnership Law.
Item 19.  Purchase, Redemption
          and Pricing of
          Securities Being
          Offered..................Purchasing Shares; Determining Net Asset
                                   Value; Redeeming Shares; Redemption In
                                   Kind
Item 20.  Tax Status...............Tax Status.
Item 21.  Underwriters.............Not applicable.
Item 22.  Calculation of
          Performance Data.........Total Return; Yield; Performance
                                   Comparisons; Duration
Item 23.  Financial Statements.....Filed in Part A.








- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FEDERATED HIGH YIELD TRUST
PROSPECTUS

   
A no-load, open-end, diversified management investment company (a mutual fund)
that seeks high current income by investing primarily in a professionally
managed, diversified portfolio of fixed income securities.
    

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 Federated High Yield Trust (the "Trust"). Keep this prospectus for
future reference.

SPECIAL RISKS

THE TRUST'S PORTFOLIO CONSISTS PRIMARILY OF LOWER-RATED CORPORATE DEBT
OBLIGATIONS, WHICH ARE COMMONLY REFERRED TO AS "JUNK BONDS." THESE LOWER-RATED
BONDS MAY BE MORE SUSCEPTIBLE TO REAL OR PERCEIVED ADVERSE ECONOMIC CONDITIONS
THAN INVESTMENT GRADE BONDS. THESE LOWER-RATED BONDS ARE REGARDED AS
PREDOMINANTLY SPECULATIVE WITH REGARD TO EACH ISSUER'S CONTINUING ABILITY TO
MAKE INTEREST AND PRINCIPAL PAYMENTS (I.E., THE BONDS ARE SUBJECT TO THE RISK OF
DEFAULT). IN ADDITION, THE SECONDARY TRADING MARKET FOR LOWER-RATED BONDS MAY BE
LESS LIQUID THAN THE MARKET FOR INVESTMENT GRADE BONDS. PURCHASERS SHOULD
CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE TRUST. SEE THE
SECTIONS OF THIS PROSPECTUS ENTITLED "INVESTMENT RISKS" AND "REDUCING RISKS OF
LOWER-RATED SECURITIES."

The Trust's investment adviser will endeavor to limit these risks through
diversifying the portfolio and through careful credit analysis of individual
issuers.

   
The Trust has also filed a Statement of Additional Information dated April 30,
1996, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information or to make inquiries about the Trust, contact the Trust at the
address listed in the back of this prospectus.
    

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








Prospectus dated April 30, 1996

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

   
SUMMARY OF TRUST EXPENSES                                                      1
    
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------
GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Investment Risks                                                             6
  Investment Limitations                                                       8

TRUST INFORMATION                                                              8
- ------------------------------------------------------

  Management of the Trust                                                      8
  Distribution of Trust Shares                                                 9
  Administration of the Trust                                                 10

NET ASSET VALUE                                                               10
- ------------------------------------------------------

   
INVESTING IN THE TRUST                                                        11
    
- ------------------------------------------------------

   
  Share Purchases                                                             11
    
  Minimum Investment Required                                                 11
  What Shares Cost                                                            11
   
  Certificates and Confirmations                                              12
    
  Dividends                                                                   12
  Capital Gains                                                               12
  Retirement Plans                                                            12

REDEEMING SHARES                                                              12
- ------------------------------------------------------

  Telephone Redemption                                                        12
  Written Requests                                                            13
  Accounts with Low Balances                                                  13
  Redemption in Kind                                                          13

SHAREHOLDER INFORMATION                                                       14
- ------------------------------------------------------

  Voting Rights                                                               14

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  State and Local Taxes                                                       14

PERFORMANCE INFORMATION                                                       15
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          16
- ------------------------------------------------------

   
REPORT OF ERNST & YOUNG LLP,
  INDEPENDENT AUDITORS                                                        36
    
- ------------------------------------------------------

   
APPENDIX                                                                      37
    
- ------------------------------------------------------

   
ADDRESSES                                                                     39
    
- ------------------------------------------------------



   
SUMMARY OF TRUST EXPENSES
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                             <C>      <C>
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
  price).....................................................................            None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................            None
Contingent Deferred Sales Charge (as a percentage of original purchase price
  or redemption proceeds, as applicable).....................................            None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........            None
Exchange Fee.................................................................            None
                                   ANNUAL OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1).............................................            0.51%
12b-1 Fee....................................................................            None
Total Other Expenses.........................................................            0.37%
       Shareholder Services Fee (after waiver)(2)............................   0.19%
     Total Operating Expenses(3).............................................            0.88%
</TABLE>

    

(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.75%.

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

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

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Trust will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Investing in the Trust" and "Trust Information." Wire-transferred
redemptions of less than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                        EXAMPLE                            1 year    3 years    5 years    10 years
                                                           -------   --------   --------   ---------
<S>                                                        <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000
  investment, assuming (1) 5% annual return and
  (2) redemption at the end of each time period.........     $9        $28        $49        $108
</TABLE>


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



FEDERATED HIGH YIELD TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 36.
    

   
<TABLE>
<CAPTION>
                                                               YEAR ENDED FEBRUARY 28 OR 29,
                              ------------------------------------------------------------------------------------------------
                               1996      1995      1994      1993      1992      1991      1990      1989      1988      1987
                              ------    ------    ------    ------    ------    ------    ------    ------    ------    ------
<S>                           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING
OF PERIOD                     $ 8.57    $ 9.48    $ 9.10    $ 8.91    $ 6.99    $ 8.02    $ 9.96    $10.21    $11.25    $10.96
- ---------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ---------------------------
  Net investment income         0.85      0.84      0.84      0.93      1.03      1.04      1.30      1.30      1.26      1.30
- ---------------------------
  Net realized and
  unrealized gain (loss) on
  investments and foreign
  currency transactions         0.51     (0.90)     0.40      0.19      1.90     (0.92)    (1.96)    (0.25)    (0.98)     0.32
- ---------------------------    -----     -----     -----     -----     -----     -----     -----     -----     -----     -----
  Total from investment
  operations                    1.36     (0.06)     1.24      1.12      2.93      0.12     (0.66)     1.05      0.28      1.62
- ---------------------------
LESS DISTRIBUTIONS
- ---------------------------
  Distributions from net
  investment income            (0.84)    (0.84)    (0.86)    (0.93)    (1.01)    (1.06)    (1.28)    (1.30)    (1.26)    (1.30)
- ---------------------------
  Distributions in excess
  of net investment
  income(a)                       --     (0.01)       --        --        --     (0.09)       --        --        --        --
- ---------------------------
  Distributions from net
  realized gain on
  investment transactions         --        --        --        --        --        --        --        --     (0.06)    (0.03)
- ---------------------------    -----     -----     -----     -----     -----     -----     -----     -----     -----     -----
  Total distributions          (0.84)    (0.85)    (0.86)    (0.93)    (1.01)    (1.15)    (1.28)    (1.30)    (1.32)    (1.33)
- ---------------------------    -----     -----     -----     -----     -----     -----     -----     -----     -----     -----
NET ASSET VALUE, END OF
PERIOD                        $ 9.09    $ 8.57    $ 9.48    $ 9.10    $ 8.91    $ 6.99    $ 8.02    $ 9.96    $10.21    $11.25
- ---------------------------    -----     -----     -----     -----     -----     -----     -----     -----     -----     -----
TOTAL RETURN(B)                16.47%    (0.32)%   14.16%    13.28%    44.15%     3.12%    (7.50)%   10.92%     3.08%    15.75%
- ---------------------------
RATIOS TO AVERAGE NET
  ASSETS
- ---------------------------
  Expenses                      0.88%     0.85%     0.83%     0.77%     0.76%     0.78%     0.76%     0.75%     0.75%     0.75%
- ---------------------------
  Net investment income         9.53%     9.70%     9.17%    10.54%    12.73%    14.82%    13.87%    12.89%    12.25%    11.86%
- ---------------------------
  Expense waiver/
  reimbursement(c)              0.30%     0.22%     0.13%     0.22%     0.33%     0.49%     0.33%     0.32%     0.24%     0.35%
- ---------------------------
SUPPLEMENTAL DATA
- ---------------------------
  Net assets, end of period
  (000 omitted)               $673,779  $464,604  $432,045  $354,383  $222,937  $103,647  $134,242  $235,208  $246,745  $271,148
- ---------------------------
  Portfolio turnover              87%       99%      112%       93%       61%       31%       24%       51%       73%       57%
- ---------------------------
</TABLE>

    

(a) Distributions in excess of net investment income for the periods ended
    February 28, 1995 and 1991 were a result of certain book and timing
    differences. These distributions did not represent a return of capital for
    federal income tax purposes.

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

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

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

   
Further information about the Trust's performance is contained in the Trust's
annual report for the fiscal year ended February 29, 1996, which can be obtained
free of charge.
    



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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated April 17, 1984. The Trust is designed primarily for assets held
by bank customers or by banks in a fiduciary, advisory, agency, custodial
(including Individual Retirement Accounts), or similar capacity. It is also
designed for funds held by other institutions such as corporations, trusts,
brokers, investment counselors, pension and profit-sharing plans, and insurance
companies. A minimum initial investment of $25,000 over a 90-day period is
required.

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

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

INVESTMENT OBJECTIVE

   
The investment objective of the Trust is to seek high current income by
investing primarily in a professionally managed, diversified portfolio of fixed
income securities. While there is no assurance that the Trust will achieve its
investment objective, it endeavors to do so by following the investment policies
described in this prospectus. The investment objective stated above and the
investment policies and limitations described below cannot be changed without
approval of shareholders.
    

INVESTMENT POLICIES

   
ACCEPTABLE INVESTMENTS.  The Trust will invest primarily in fixed income
securities. These securities are expected to be lower-rated corporate debt
obligations. Permitted investments currently include, but are not limited to,
the following:
    

     - corporate debt obligations having fixed or floating rates of interest and
       which are rated BBB or lower by nationally recognized statistical rating
       organizations;

     - commercial paper;

     - obligations of the United States;

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

     - time and savings deposits (including certificates of deposit) in
       commercial or savings banks whose deposits are insured by the Bank
       Insurance Fund ("BIF") or the Savings Association Insurance Fund
       ("SAIF"), including certificates of deposit issued by and other time
       deposits in foreign branches of BIF-insured banks;

     - bankers' acceptances issued by a BIF-insured bank, or issued by the
       bank's Edge Act subsidiary and guaranteed by the bank, with remaining
       maturities of nine months or less. The total acceptances of any bank held
       by the Trust cannot exceed 0.25 of 1% of such bank's total deposits



   
       according to the bank's last published statement of condition preceding
       the date of the acceptance;
    

   
     - general obligations of any state, territory, or possession of the United
       States, or their political subdivisions, so long as they are either (1)
       rated in one of the four highest grades by nationally recognized
       statistical rating organizations or (2) issued by a public housing agency
       and backed by the full faith and credit of the United States;
    

   
     - preferred stock; and
    

   
     - equity securities.
    

   
The corporate debt obligations in which the Trust may invest are generally rated
BBB or lower by Standard & Poor's Ratings Group ("S&P") or Baa or lower by
Moody's Investors Service, Inc. ("Moody's"), or are not rated but are determined
by the Trust's investment adviser to be of comparable quality. (See "Investment
Risks" on page 6.) Certain fixed rate obligations in which the Trust invests may
involve equity characteristics. The Trust may, for example, invest in unit
offerings that combine fixed rate securities and common stock or common stock
equivalents such as warrants, rights and options.
    

   
In the aggregate, the Trust may invest up to 10% of the value of its total
assets in equity securities (whether the equity securities are purchased in a
unit offering or not). This policy may be changed by the Trustees without the
approval of shareholders. Shareholders will be notified before any material
change in this policy becomes effective.
    

RESTRICTED SECURITIES.  The Trust may acquire securities which are subject to
legal or contractual delays, restrictions, and costs on resale. Because of time
limitations, the Trust might not be able to dispose of these securities at
reasonable prices or at times advantageous to the Trust.

As a matter of investment practice, which can be changed without shareholder
approval, the Trust will not invest more than 15% of its net assets in illiquid
securities, which include certain private placements not determined to be liquid
under criteria established by the Board of Trustees ("Trustees") and repurchase
agreements providing for settlement in more than seven days after notice.

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

TEMPORARY INVESTMENTS.  The Trust may also invest temporarily in cash and cash
items during times of unusual market conditions for defensive purposes and to
maintain liquidity. Cash items may include, but are not limited to, obligations
such as:

     - certificates of deposit;

     - commercial paper (generally lower-rated);

     - short-term notes;


     - obligations issued or guaranteed as to principal and interest by the U.S.
       government or any of its agencies or instrumentalities; and

     - repurchase agreements.

REPURCHASE AGREEMENTS.  Certain securities in which the Trust invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities or other securities to the Trust
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 Trust, the Trust could receive less than the repurchase
price on any sale of such securities.

PUT AND CALL OPTIONS.  The Trust may purchase put options on portfolio
securities. The Trust may also 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. The call options which the Trust writes must be listed
on a recognized options exchange. Purchases of puts or sales of calls by the
Trust are intended to protect against price movements in particular securities
in the Trust's portfolio. Sales of calls also generate income for the Trust. The
Trust also reserves the right to hedge the portfolio by buying financial futures
and put options on financial futures.

     RISKS.  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 for call or put options 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 Trust's
     ability to dispose of the securities underlying an option. The inability to
     close options also could have an adverse impact on the Trust's ability to
     effectively hedge its portfolio.

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Trust may lend its portfolio securities on a short-term or long-term basis to
broker/dealers, banks, or other institutional borrowers of securities. The Trust
will only enter into loan arrangements with broker/dealers, banks, or other
institutions which the Trust's investment adviser has determined are
creditworthy under guidelines established by the Trustees and will receive
collateral equal to at least 100% of the value of the securities loaned.

There is the risk that when the Trust lends portfolio securities, the securities
may not be available to the Trust on a timely basis and the Trust may,
therefore, lose the opportunity to sell the securities at a desirable price. In
addition, in the event that a borrower of securities would file for bankruptcy
or become insolvent, disposition of the securities may be delayed pending court
action.

PORTFOLIO TURNOVER.  While the Trust does not intend to do substantial
short-term trading, from time to time it may sell portfolio securities without
considering how long they have been held. The Trust would do this:

     - to take advantage of short-term differentials in yields or market values;

     - to take advantage of new investment opportunities;

     - to respond to changes in the creditworthiness of an issuer; or

     - to try to preserve gains or limit losses.


Any such trading would increase the Trust's portfolio turnover rate and its
transaction costs. However, the Trust will not attempt to set or meet an
arbitrary turnover rate since turnover is incidental to transactions considered
necessary to achieve the Trust's investment objective.

INVESTMENT RISKS

   
The prices of fixed income securities fluctuate inversely to the direction of
interest rates.
    

The corporate debt obligations in which the Trust invests are usually not in the
three highest rating categories of a nationally recognized statistical rating
organization (AAA, AA, or A for S&P and Aaa, Aa, or A for Moody's) but are in
the lower rating categories or are unrated but are of comparable quality and
have speculative characteristics or are speculative. Lower-rated or unrated
bonds are commonly referred to as "junk bonds." There is no minimal acceptable
rating for a security to be purchased or held in the Trust's portfolio, and the
Trust may, from time to time, purchase or hold securities rated in the lowest
rating category. A description of the rating categories is contained in the
Appendix to this prospectus.

Lower-rated securities will usually offer higher yields than higher-rated
securities. However, there is more risk associated with these investments. This
is because of reduced creditworthiness and increased risk of default.
Lower-rated securities generally tend to reflect short-term corporate and market
developments to a greater extent than higher-rated securities which react
primarily to fluctuations in the general level of interest rates. Short-term
corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time.
As a result of these factors, lower-rated securities tend to have more price
volatility and carry more risk to principal and income than higher-rated
securities.

An economic downturn may adversely affect the value of some lower-rated bonds.
Such a downturn may especially affect highly leveraged companies or companies in
cyclically sensitive industries, where deterioration in a company's cash flow
may impair its ability to meet its obligation to pay principal and interest to
bondholders in a timely fashion. From time to time, as a result of changing
conditions, issuers of lower-rated bonds may seek or may be required to
restructure the terms and conditions of the securities they have issued. As a
result of these restructurings, holders of lower-rated securities may receive
less principal and interest than they had bargained for at the time such bonds
were purchased. In the event of a restructuring, the Trust may bear additional
legal or administrative expenses in order to maximize recovery from an issuer.

The secondary trading market for lower-rated bonds is generally less liquid than
the secondary trading market for higher-rated bonds. Adverse publicity and the
perception of investors relating to issuers, underwriters, dealers or underlying
business conditions, whether or not warranted by fundamental analysis, may
affect the price or liquidity of lower-rated bonds. On occasion, therefore, it
may become difficult to price or dispose of a particular security in the
portfolio.

The Trust may, from time to time, own zero coupon bonds or pay-in-kind
securities. A zero coupon bond makes no periodic interest payments and the
entire obligation becomes due only upon maturity. Pay-in-kind securities make
periodic payments in the form of additional securities (as opposed to



cash). The price of zero coupon bonds and pay-in-kind securities are generally
more sensitive to fluctuations in interest rates than are conventional bonds.
Additionally, federal tax law requires that interest on zero coupon bonds and
pay-in-kind securities be reported as income to the Trust even though the Trust
receives no cash interest until the maturity or payment date of such securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Trust owns a bond which is
called, the Trust will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Trust.

The table below shows the weighted average of the ratings of the bonds in the
Trust's portfolio during the Trust's fiscal year ended February 29, 1996. The
credit rating categories are those provided by S&P, which is a nationally
recognized statistical rating organization. The percentages in the column titled
"Rated" reflect the percentage of bonds in the portfolio which received a rating
from at least one nationally recognized statistical rating organization. The
percentages in the column titled "Not Rated" reflect the percentage of bonds in
the portfolio which are not rated but which the Trust's investment adviser has
judged to be comparable in quality to the corresponding rated bonds.

   
<TABLE>
<CAPTION>
                                                            AS A PERCENTAGE OF TOTAL
                                                         MARKET VALUE OF BOND HOLDINGS
                                                         ------------------------------
                                                                      NOT
                        CREDIT RATING                    RATED       RATED       TOTAL
        ----------------------------------------------   -----       -----       ------
        <S>                                              <C>         <C>         <C>
        BB & BBB                                         19.18%      0.00 %       19.18%
        ----------------------------------------------
        B                                                71.89       3.02         74.91
        ----------------------------------------------
        CCC                                              5.31        0.00          5.31
        ----------------------------------------------
        D                                                0.60        0.00          0.60
        ----------------------------------------------   -----       -----       ------
                                                         96.98%      3.02 %      100.00%
                                                         -----       -----       ------
</TABLE>

    

REDUCING RISKS OF LOWER-RATED SECURITIES.  The Trust's investment adviser
believes that the risks of investing in lower-rated securities can be reduced.
The professional portfolio management techniques used by the Trust to attempt to
reduce these risks include:

     CREDIT RESEARCH.  The Trust's investment adviser will perform its own
     credit analysis in addition to using nationally recognized statistical
     rating organizations and other sources, including discussions with the
     issuer's management, the judgment of other investment analysts, and its own
     informed judgment. The Trust's investment adviser's credit analysis will
     consider the issuer's financial soundness, its responsiveness to changes in
     interest rates and business conditions, and its anticipated cash flow,
     interest or dividend coverage and earnings. In evaluating an issuer, the
     Trust's investment adviser places special emphasis on the estimated current
     value of the issuer's assets rather than historical costs.

     DIVERSIFICATION.  The Trust invests in securities of many different
     issuers, industries, and economic sectors to reduce portfolio risk.



     ECONOMIC ANALYSIS.  The Trust's investment adviser will analyze current
     developments and trends in the economy and in the financial markets. When
     investing in lower-rated securities, timing and selection are critical, and
     analysis of the business cycle can be important.

INVESTMENT LIMITATIONS

The Trust will not:
     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Trust sells a portfolio instrument for a
       percentage of its cash value with an agreement to buy it back on a set
       date) except, under certain circumstances, the Trust may borrow up to
       one-third of the value of its net assets; or

     - sell securities short except, under strict limitations, the Trust may
       maintain open short positions so long as not more than 10% of the value
       of its net assets is held as collateral for those positions.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material changes
in these limitations become effective. The Trust will not:

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

     - commit more than 5% of the value of its total assets to premiums on open
       put option positions;

     - invest more than 5% of the value of its total assets in securities of one
       issuer (except cash and cash items, repurchase agreements, and U.S.
       government obligations) or acquire more than 10% of any class of voting
       securities of any one issuer; or

     - invest more than 10% of the value of its total assets in foreign
       securities which are not publicly traded in the United States.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

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

     ADVISORY FEES.  The Trust's investment adviser receives an annual
     investment advisory fee equal to .75 of 1% of the Trust's average daily net
     assets. The investment adviser may voluntarily choose to waive a portion of
     its fee or reimburse the Trust for certain operating expenses. This does
     not include reimbursement to the Trust of any expenses incurred by
     shareholders who use the transfer agent's subaccounting facilities. The
     investment adviser can terminate this voluntary reimburse-


     ment of expenses at any time in its sole discretion. The investment adviser
     has also undertaken to reimburse the Trust for operating expenses in excess
     of limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. With over $80 billion invested across
     more than 250 funds under management and/or administration by its
     subsidiaries, as of December 31, 1995, Federated Investors is one of the
     largest mutual fund investment managers in the United States. With more
     than 1,800 employees, Federated continues to be led by the management who
     founded the company in 1955. Federated funds are presently at work in and
     through 4,000 financial institutions nationwide. More than 100,000
     investment professionals have selected Federated funds for their clients.

     Mark E. Durbiano has been the Trust's portfolio manager since 1984. Mr.
     Durbiano joined Federated Investors in 1982 and has been a Senior Vice
     President of the Trust's investment adviser since January 1996. From 1988
     through 1995, Mr. Durbiano was a Vice President of the Trust's investment
     adviser. Mr. Durbiano is a Chartered Financial Analyst and received his
     M.B.A. in Finance from the University of Pittsburgh.

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

DISTRIBUTION OF TRUST SHARES

Federated Securities Corp. is the principal distributor for shares of the Trust.
It is a Pennsylvania corporation organized on November 14, 1969, and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors. State securities laws may require
certain financial institutions such as depository institutions to register as
dealers.

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



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

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  In addition to payments made
pursuant to the Shareholder Services Agreement, Federated Securities Corp. and
Federated Shareholder Services, from their own assets, may pay financial
institutions supplemental fees for the performance of substantial sales
services, distribution-related support services, or shareholder services. The
support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Trust. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Trust's investment adviser or its affiliates.

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES.  Federated Services Company, a subsidiary of Federated
Investors, provides administrative personnel and services (including certain
legal and financial reporting services) necessary to operate the Trust.
Federated Services Company provides these at an annual rate which relates to the
average aggregate daily net assets of all funds advised by subsidiaries of
Federated Investors (the "Federated Funds") as specified below:
<TABLE>
<CAPTION>
       MAXIMUM                 AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE       NET ASSETS OF THE FEDERATED FUNDS
- ---------------------    -----------------------------------
<S>                           <C>
     0.15 of 1%               on the first $250 million
     0.125 of 1%              on the next $250 million
     0.10 of 1%               on the next $250 million
     0.075 of 1%              on assets in excess of $750 million
</TABLE>


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

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

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


INVESTING IN THE TRUST
- --------------------------------------------------------------------------------

SHARE PURCHASES

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

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

BY WIRE.  To purchase shares of the Trust by Federal Reserve wire, call the
Trust before 4:00 p.m. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) on the next business day following the order. Federal funds
should be wired as follows: Federated Shareholder Services Company, c/o State
Street Bank and Trust Company, Boston, Massachusetts; Attention: EDGEWIRE; For
Credit to: Federated High Yield Trust; Trust Number (this number can be found on
the account statement or by contacting the Trust); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative at
the telephone number listed on your account statement.

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

MINIMUM INVESTMENT REQUIRED

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

WHAT SHARES COST

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

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


CERTIFICATES AND CONFIRMATIONS

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

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

DIVIDENDS

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

CAPITAL GAINS

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

RETIREMENT PLANS

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

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

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

TELEPHONE REDEMPTION

Shareholders may redeem their shares by telephoning the Trust before 4:00 p.m.
(Eastern time). Telephone redemption instructions may be recorded. All proceeds
will normally be wire transferred the following business day, but in no event
more than seven days, to the shareholder's account at a domestic commercial bank
that is a member of the Federal Reserve System. Proceeds from redemption
requests received on holidays when wire transfers are restricted will be wired
the following business day. Questions about telephone redemptions on days when
wire transfers are restricted should be directed to your shareholder services
representative at the telephone number listed on your account statement. If, at
any time, the Trust shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.


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

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

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

WRITTEN REQUESTS

   
Shares may be redeemed in any amount by mailing a written request to: Federated
Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.
    

   
The written request should state: the Trust name; the account name as registered
with the Trust; the account number; and the number of shares to be redeemed or
the dollar amount requested. All owners of the account must sign the request
exactly as the shares are registered. Normally, a check for the proceeds is
mailed within one business day, but in no event more than seven days, after the
receipt of a proper written redemption request. Dividends are paid up to and
including the day that a redemption request is processed.
    

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Trust or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings and loan association whose deposits
are insured by an organization which is administered by the Federal Deposit
Insurance Corporation; a member firm of a domestic stock exchange; or any other
"eligible guarantor institution," as defined in the Securities Exchange Act of
1934. The Trust does not accept signatures guaranteed by a notary public.

ACCOUNTS WITH LOW BALANCES

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

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

REDEMPTION IN KIND

The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Trust'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 Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Trust



will pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way as the Trust determines net asset value. The
portfolio instruments will be selected in a manner that the Trustees deem fair
and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

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

VOTING RIGHTS

Each share of the Trust gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. As a Massachusetts business
trust, the Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in the Trust's
operation and for the election of Trustees under certain circumstances.

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

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

FEDERAL INCOME TAX

The Trust will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code, as amended, applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional shares. No federal
income tax is due on any dividends earned in an IRA or qualified retirement plan
until distributed.

STATE AND LOCAL TAXES

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

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


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

From time to time, the Trust advertises its total return and yield.

Total return represents the change, over a specified period of time, in the
value of an investment in the Trust 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 yield of the Trust is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Trust
over a thirty-day period by the maximum offering price per share of the Trust on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
the Trust and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.
Trust shares are sold without any sales charge or other similar non-recurring
charges.

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


FEDERATED HIGH YIELD TRUST
PORTFOLIO OF INVESTMENTS
FEBRUARY 29, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--90.2%
- ----------------------------------------------------------------------------------
                    AEROSPACE & DEFENSE--0.9%
                    --------------------------------------------------------------
$ 5,600,000         Tracor, Inc., Sr. Sub. Note, 10.875%, 8/15/2001                  $  5,908,000
                    --------------------------------------------------------------   ------------
                    AUTOMOTIVE--2.1%
                    --------------------------------------------------------------
  4,250,000         Aftermarket Technology Co., Sr. Sub. Note, 12.00%, 8/1/2004         4,643,125
                    --------------------------------------------------------------
  1,000,000         Aftermarket Technology Co., Sr. Sub. Note, Series D, 12.00%,
                    8/1/2004                                                            1,092,500
                    --------------------------------------------------------------
  2,250,000         Exide Corp., Sr. Note, 10.00%, 4/15/2005                            2,418,750
                    --------------------------------------------------------------
   
  2,500,000         JPS Automotive Products Corp., Sr. Note, 11.125%, 6/15/2001         2,525,000
                    --------------------------------------------------------------
  4,000,000         Motor Wheel Corp., Sr. Note, 11.50%, 3/1/2000                       3,600,000
                    --------------------------------------------------------------   ------------
                    Total                                                              14,279,375
                    --------------------------------------------------------------   ------------
                    BANKING--1.4%
                    --------------------------------------------------------------
  5,825,000         First Nationwide Holdings, Inc., Sr. Note, 12.25%, 5/15/2001        6,640,500
                    --------------------------------------------------------------
  2,500,000     (a) First Nationwide Holdings, Inc., Sr. Sub. Note, 9.125%,
                    1/15/2003                                                           2,550,000
                    --------------------------------------------------------------   ------------
                    Total                                                               9,190,500
                    --------------------------------------------------------------   ------------
                    BEVERAGE & TOBACCO--0.3%
                    --------------------------------------------------------------
  2,000,000         Dr. Pepper Bottling Holdings Co., Sr. Disc. Note, 0/11.625%,
                    2/15/2003                                                           1,730,000
                    --------------------------------------------------------------   ------------
                    BROADCAST RADIO & TV--8.4%
                    --------------------------------------------------------------
  3,000,000         Ackerley Communications, Inc., Sr. Secd. Note, 10.75%,
                    10/1/2003                                                           3,210,000
                    --------------------------------------------------------------
  4,200,000         Allbritton Communication Co., Sr. Sub. Note, 11.50%, 8/15/2004      4,462,500
                    --------------------------------------------------------------
  2,000,000     (a) Allbritton Communication Co., Sr. Sub. Note, 9.75%, 11/30/2007      1,960,000
                    --------------------------------------------------------------
  1,100,000         American Radio Systems Corp., Sr. Sub. Note, 9.00%, 2/1/2006        1,086,250
                    --------------------------------------------------------------
  3,050,000         Argyle Television, Inc., Sr. Sub. Note, 9.75%, 11/1/2005            3,046,187
                    --------------------------------------------------------------
  3,600,000         Chancellor Broadcasting Co., Sr. Sub. Note, 12.50%, 10/1/2004       4,068,000
                    --------------------------------------------------------------
  1,750,000         Chancellor Broadcasting Co., Sr. Sub. Note, 9.375%, 10/1/2004       1,715,000
                    --------------------------------------------------------------
  2,000,000         Granite Broadcasting Corp., Sr. Sub. Deb., 12.75%, 9/1/2002         2,245,000
                    --------------------------------------------------------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    BROADCAST RADIO & TV--CONTINUED
                    --------------------------------------------------------------
$ 3,500,000         Granite Broadcasting Corp., Sr. Sub. Note, 10.375%, 5/15/2005    $  3,605,000
                    --------------------------------------------------------------
  1,875,000     (a) Granite Broadcasting Corp., Sr. Sub. Note, 9.375%, 12/1/2005        1,816,406
                    --------------------------------------------------------------
  3,000,000         Heritage Media Corp., Sr. Sub. Note, 8.75%, 2/15/2006               2,955,000
                    --------------------------------------------------------------
  4,000,000         NWCG Holding Corp., Sr. Disc. Note, 13.50% accrual, 6/15/1999       2,840,000
                    --------------------------------------------------------------
  3,100,000         Pegasus Media, Note, 12.50%, 7/1/2005                               3,177,500
                    --------------------------------------------------------------
  4,500,000         SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005             4,770,000
                    --------------------------------------------------------------
  5,550,000         Sinclair Broadcast Group, Sr. Sub. Note, 10.00%, 12/15/2003         5,702,625
                    --------------------------------------------------------------
  3,300,000         Sinclair Broadcast Group, Sr. Sub. Note, 10.00%, 9/30/2005          3,390,750
                    --------------------------------------------------------------
    750,000         Sullivan Broadcast Holdings Inc., Deb., 13.25%, 12/15/2006            768,750
                    --------------------------------------------------------------
  3,000,000         Sullivan Broadcast Holdings Inc., Sr. Sub. Note, 10.25%,
                    12/15/2005                                                          3,052,500
                    --------------------------------------------------------------
  1,500,000         Young Broadcasting, Inc., Sr. Sub. Note, 10.125%, 2/15/2005         1,571,250
                    --------------------------------------------------------------
  1,250,000         Young Broadcasting, Inc., Sr. Sub. Note, 11.75%, 11/15/2004         1,400,000
                    --------------------------------------------------------------   ------------
                    Total                                                              56,842,718
                    --------------------------------------------------------------   ------------
                    BUSINESS EQUIPMENT & SERVICES--1.8%
                    --------------------------------------------------------------
  2,250,000     (a) Knoll Inc., Sr. Sub. Note, 10.875%, 3/15/2006                       2,300,625
                    --------------------------------------------------------------
  3,800,000         Monarch Acquisition Corp., Sr. Note, 12.50%, 7/1/2003               4,123,000
                    --------------------------------------------------------------
    297,285         San Jacinto Holdings, Inc., Sr. Sub. Deb., 8.00%, 12/31/2000          202,154
                    --------------------------------------------------------------
    545,000         San Jacinto Holdings, Inc., Sr. Sub. Note, 8.00%, 12/31/2000          468,700
                    --------------------------------------------------------------
  4,200,000         United Stationers Supply Co., Sr. Sub. Note, 12.75%, 5/1/2005       4,777,500
                    --------------------------------------------------------------   ------------
                    Total                                                              11,871,979
                    --------------------------------------------------------------   ------------
                    CABLE TELEVISION--12.1%
                    --------------------------------------------------------------
  5,300,000         Australis Media Limited, Unit, 0/14.00%, 5/15/2003                  3,829,250
                    --------------------------------------------------------------
  1,325,000         Bell Cablemedia PLC, Sr. Disc. Note, 0/11.95%, 7/15/2004              973,875
                    --------------------------------------------------------------
  3,250,000         CAI Wireless Systems, Inc., Sr. Note, 12.25%, 9/15/2002             3,518,125
                    --------------------------------------------------------------
  4,000,000         CF Cable TV, Inc., Sr. Secd. 2nd Priority Note, 11.625%,
                    2/15/2005                                                           4,440,000
                    --------------------------------------------------------------
  3,500,000     (a) CS Wireless Systems, Inc., Unit, 0/11.375%, 3/1/2006                1,977,500
                    --------------------------------------------------------------
  3,000,000         Cablevision Systems Co., Sr. Sub. Deb., 9.875%, 2/15/2013           3,247,500
                    --------------------------------------------------------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    CABLE TELEVISION--CONTINUED
                    --------------------------------------------------------------
$ 2,250,000         Cablevision Systems Co., Sr. Sub. Note, 9.25%, 11/1/2005         $  2,348,437
                    --------------------------------------------------------------
 10,475,000         Comcast UK Cable, Deb., 0/11.20%, 11/15/2007                        6,232,625
                    --------------------------------------------------------------
  8,100,000         Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                  9,375,750
                    --------------------------------------------------------------
  2,000,000         Diamond Cable Co., Sr. Disc. Note, 0/13.25%, 9/30/2004              1,465,000
                    --------------------------------------------------------------
  4,250,000         Insight Communication Co., Sr. Sub. Note, 8.25%, 3/1/2000           4,441,250
                    --------------------------------------------------------------
  5,250,000         International Cabletel, Inc., Sr. Dfd. Cpn. Note, 0/10.875%,
                    10/15/2003                                                          3,944,063
                    --------------------------------------------------------------
  3,000,000     (a) International Cabletel, Inc., Sr. Dfd. Cpn. Note, 0/11.50%,
                    2/1/2006                                                            1,800,000
                    --------------------------------------------------------------
  6,375,000         International Cabletel, Inc., Sr. Note, 0/12.75%, 4/15/2005         4,223,438
                    --------------------------------------------------------------
  3,100,000         Le Groupe Videotron Ltee, Sr. Note, 10.625%, 2/15/2005              3,394,500
                    --------------------------------------------------------------
  7,250,000         Peoples Choice TV Corp., Unit, 0/13.125%, 6/1/2004                  4,748,750
                    --------------------------------------------------------------
  2,900,000     (a) Rifkin Acquisition Partners, LP, Sr. Sub. Note, 11.125%,
                    1/15/2006                                                           2,987,000
                    --------------------------------------------------------------
  2,850,000         Rogers Cablesystems Ltd., Sr. Secd. 2nd Priority Note, 10.00%,
                    12/1/2007                                                           3,063,750
                    --------------------------------------------------------------
  1,000,000         Rogers Cablesystems Ltd., Sr. Secd. 2nd Priority Note, 10.00%,
                    3/15/2005                                                           1,075,000
                    --------------------------------------------------------------
  3,000,000         Rogers Cablesystems Ltd., Sr. Sub. GTD. Note, 11.00%,
                    12/1/2015                                                           3,367,500
                    --------------------------------------------------------------
 13,225,000         TeleWest PLC, Sr. Disc. Deb., 0/11.00%, 10/1/2007                   8,100,313
                    --------------------------------------------------------------
  3,000,000         Wireless One, Inc., Unit, 13.00%, 10/15/2003                        3,240,000
                    --------------------------------------------------------------   ------------
                    Total                                                              81,793,626
                    --------------------------------------------------------------   ------------
                    CHEMICALS & PLASTICS--6.3%
                    --------------------------------------------------------------
  5,800,000         Arcadian Partners LP, Sr. Note, Series B, 10.75%, 5/1/2005          6,438,000
                    --------------------------------------------------------------
  3,250,000     (a) Crain Industries, Inc., Sr. Sub. Note, 13.50%, 8/15/2005            3,396,250
                    --------------------------------------------------------------
  6,000,000         Foamex LP, Sr. Sub. Deb., 11.875%, 10/1/2004                        5,700,000
                    --------------------------------------------------------------
  5,027,000     (a) G-I Holdings, Inc., Sr. Disc. Note, 11.375% accrual, 10/1/1998      4,071,870
                    --------------------------------------------------------------
  4,788,000         G-I Holdings, Inc., Sr. Note, 10.00%, 2/15/2006                     4,955,580
                    --------------------------------------------------------------
  6,250,000         Harris Chemical North America, Inc., Sr. Secd. Disc. Note,
                    9.625%, 7/15/2001                                                   6,359,375
                    --------------------------------------------------------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    CHEMICALS & PLASTICS--CONTINUED
                    --------------------------------------------------------------
$ 5,500,000         Polymer Group, Inc., Sr. Note, 12.25%, 7/15/2002                 $  5,692,500
                    --------------------------------------------------------------
  2,250,000     (a) RBX Corp., Sr. Sub. Note, 11.25%, 10/15/2005                        2,221,875
                    --------------------------------------------------------------
  3,400,000         Uniroyal Technology Corp., Sr. Secd. Note, 11.75%, 6/1/2003         3,281,000
                    --------------------------------------------------------------   ------------
                    Total                                                              42,116,450
                    --------------------------------------------------------------   ------------
                    CLOTHING & TEXTILES--2.3%
                    --------------------------------------------------------------
  4,500,000         Dan River Inc., Sr. Sub. Note, 10.125%, 12/15/2003                  4,297,500
                    --------------------------------------------------------------
 11,375,000         WestPoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005         11,431,875
                    --------------------------------------------------------------   ------------
                    Total                                                              15,729,375
                    --------------------------------------------------------------   ------------
                    CONGLOMERATES--2.0%
                    --------------------------------------------------------------
  4,000,000         Fairchild Industries, Inc., Sr. Secd. Note, 12.25%, 2/1/1999        4,360,000
                    --------------------------------------------------------------
  7,700,000         Sherritt Gordon Ltd., Sr. Note, 9.75%, 4/1/2003                     8,181,250
                    --------------------------------------------------------------
  1,000,000         Sherritt, Inc., Deb., 10.50%, 3/31/2014                             1,127,500
                    --------------------------------------------------------------   ------------
                    Total                                                              13,668,750
                    --------------------------------------------------------------   ------------
                    CONSUMER PRODUCTS--3.2%
                    --------------------------------------------------------------
  2,500,000         American Safety Razor Co., Sr. Note, 9.875%, 8/1/2005               2,650,000
                    --------------------------------------------------------------
  2,600,000         Herff Jones, Inc., Sr. Sub. Note, 11.00%, 8/15/2005                 2,834,000
                    --------------------------------------------------------------
  3,500,000         Hosiery Corp. of America, Inc., Sr. Sub. Note, 13.75%,
                    8/1/2002                                                            3,745,000
                    --------------------------------------------------------------
  5,000,000         ICON Health & Fitness, Inc., Sr. Sub. Note, 13.00%, 7/15/2002       5,600,000
                    --------------------------------------------------------------
  7,300,000         Playtex Family Products Corp., Sr. Sub. Note, 9.00%,
                    12/15/2003                                                          6,743,375
                    --------------------------------------------------------------   ------------
                    Total                                                              21,572,375
                    --------------------------------------------------------------   ------------
                    CONTAINER & GLASS PRODUCTS--1.7%
                    --------------------------------------------------------------
  1,260,000     (a) Kane Industries, Inc., Sr. Sub. Disc. Note, 8.00%, 2/1/1998                 0
                    --------------------------------------------------------------
  1,650,000         Owens-Illinois, Inc., Note, 10.00%, 8/1/2002                        1,736,625
                    --------------------------------------------------------------
  2,900,000         Owens-Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002              3,077,625
                    --------------------------------------------------------------
    550,000         Owens-Illinois, Inc., Sr. Sub. Note, 9.75%, 8/15/2004                 576,125
                    --------------------------------------------------------------
    500,000         Plastic Containers, Inc., Sr. Secd. Note, 10.75%, 4/1/2001            512,500
                    --------------------------------------------------------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<S>            <C>  <C>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    CONTAINER & GLASS PRODUCTS--CONTINUED
                    --------------------------------------------------------------
$ 3,025,000         Portola Packaging Inc., Sr. Note, 10.75%, 10/1/2005              $  3,191,375
                    --------------------------------------------------------------
  1,900,000         Silgan Corp., Sr. Sub. Note, 11.75%, 6/15/2002                      2,047,250
                    --------------------------------------------------------------   ------------
                    Total                                                              11,141,500
                    --------------------------------------------------------------   ------------
                    COSMETICS & TOILETRIES--0.4%
                    --------------------------------------------------------------
    200,000         Revlon Consumer Products Corp., Note, 9.375%, 4/1/2001                203,500
                    --------------------------------------------------------------
  2,225,000         Revlon Consumer Products Corp., Sr. Sub. Note, 10.50%,
                    2/15/2003                                                           2,322,344
                    --------------------------------------------------------------   ------------
                    Total                                                               2,525,844
                    --------------------------------------------------------------   ------------
                    ECOLOGICAL SERVICES & EQUIPMENT--2.0%
                    --------------------------------------------------------------
  4,625,000         Allied Waste Industries, Inc., Sr. Sub. Note, 12.00%, 2/1/2004      5,041,250
                    --------------------------------------------------------------
  4,250,000         ICF Kaiser International, Inc., Sr. Sub. Note, 12.00%,
                    12/31/2003                                                          4,058,750
                    --------------------------------------------------------------
  5,350,000     (b) Mid-American Waste Systems, Inc., Sr. Sub. Note, 12.25%,
                    2/15/2003                                                           4,119,500
                    --------------------------------------------------------------   ------------
                    Total                                                              13,219,500
                    --------------------------------------------------------------   ------------
                    FARMING & AGRICULTURE--0.5%
                    --------------------------------------------------------------
  3,000,000         Spreckels Industries, Inc., Sr. Secd. Note, 11.50%, 9/1/2000        3,045,000
                    --------------------------------------------------------------   ------------
                    FOOD & DRUG RETAILERS--2.5%
                    --------------------------------------------------------------
  3,100,000     (a) Carr-Gottstein Foods Co., Sr. Sub. Note, 12.00%, 11/15/2005         3,216,250
                    --------------------------------------------------------------
  3,475,000         Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003              3,353,375
                    --------------------------------------------------------------
  2,600,000         Penn Traffic Co., Sr. Sub. Note, 9.625%, 4/15/2005                  2,203,500
                    --------------------------------------------------------------
  6,200,000         Ralph's Grocery Co., Sr. Note, 10.45%, 6/15/2004                    6,029,500
                    --------------------------------------------------------------
  2,500,000         Ralph's Grocery Co., Sr. Sub. Note, 11.00%, 6/15/2005               2,337,500
                    --------------------------------------------------------------   ------------
                    Total                                                              17,140,125
                    --------------------------------------------------------------   ------------
                    FOOD PRODUCTS--3.8%
                    --------------------------------------------------------------
  6,900,000         Curtice-Burns Foods, Inc., Sr. Sub. Note, 12.25%, 2/1/2005          6,796,500
                    --------------------------------------------------------------
  3,700,000         Doskocil Cos., Inc., Sr. Sub. Note, 9.75%, 7/15/2000                3,644,500
                    --------------------------------------------------------------
  4,500,000         PMI Acquisition Corp., Sr. Sub. Note, 10.25%, 9/1/2003              4,725,000
                    --------------------------------------------------------------
</TABLE>



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<S>            <C>  <C>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    FOOD PRODUCTS--CONTINUED
                    --------------------------------------------------------------
$ 6,000,000         Specialty Foods Acquisition Corp., Sr. Secd. Disc. Deb.,
                    0/13.00%, 8/15/2005                                              $  2,917,500
                    --------------------------------------------------------------
  1,100,000         Specialty Foods Corp., Sr. Note, 11.125%, 10/1/2002                 1,039,500
                    --------------------------------------------------------------
  3,850,000         Specialty Foods Corp., Sr. Sub. Note, 11.25%, 8/15/2003             3,214,750
                    --------------------------------------------------------------
  3,200,000         Van de Kamp's, Inc., Sr. Sub. Note, 12.00%, 9/15/2005               3,408,000
                    --------------------------------------------------------------   ------------
                    Total                                                              25,745,750
                    --------------------------------------------------------------   ------------
                    FOOD SERVICES--1.4%
                    --------------------------------------------------------------
  8,800,000         Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                        8,008,000
                    --------------------------------------------------------------
  2,250,000         Flagstar Corp., Sr. Sub. Deb., 11.25%, 11/1/2004                    1,549,688
                    --------------------------------------------------------------   ------------
                    Total                                                               9,557,688
                    --------------------------------------------------------------   ------------
                    FOREST PRODUCTS--2.8%
                    --------------------------------------------------------------
  4,125,000         Container Corp. of America, Sr. Note, 11.25%, 5/1/2004              4,310,625
                    --------------------------------------------------------------
  4,300,000         Repap New Brunswick, 2nd Priority Sr. Secd. Note, 10.625%,
                    4/15/2005                                                           4,192,500
                    --------------------------------------------------------------
  5,350,000         S. D. Warren Co., Sr. Sub. Note, 12.00%, 12/15/2004                 5,751,250
                    --------------------------------------------------------------
  4,975,000         Stone Container Corp., Sr. Note, 11.50%, 10/1/2004                  4,999,875
                    --------------------------------------------------------------   ------------
                    Total                                                              19,254,250
                    --------------------------------------------------------------   ------------
                    HEALTHCARE--1.7%
                    --------------------------------------------------------------
  1,878,310         AmeriSource Health Corp., Sr. Deb., 11.25%, 7/15/2005               2,075,532
                    --------------------------------------------------------------
  1,750,000         Genesis Health Ventures, Inc., Sr. Sub. Note, 9.75%, 6/15/2005      1,881,250
                    --------------------------------------------------------------
  7,000,000         Tenet Healthcare Corp., Sr. Sub. Note, 10.125%, 3/1/2005            7,752,500
                    --------------------------------------------------------------   ------------
                    Total                                                              11,709,282
                    --------------------------------------------------------------   ------------
</TABLE>



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    HOME PRODUCTS & FURNISHINGS--1.2%
                    --------------------------------------------------------------
$ 1,250,000         American Standard, Inc., Sr. Deb., 11.375%, 5/15/2004            $  1,381,250
                    --------------------------------------------------------------
  2,000,000         American Standard, Inc., Sr. Sub. Disc. Deb., 0/10.50%,
                    6/1/2005                                                            1,735,000
                    --------------------------------------------------------------
  4,800,000         Triangle Pacific Corp., Sr. Note, 10.50%, 8/1/2003                  5,136,000
                    --------------------------------------------------------------   ------------
                    Total                                                               8,252,250
                    --------------------------------------------------------------   ------------
                    HOTELS, MOTELS, INNS & CASINOS--1.2%
                    --------------------------------------------------------------
  4,900,000     (a) Courtyard by Marriott II LP, Sr. Secd. Note, 10.75%, 2/1/2008       4,961,250
                    --------------------------------------------------------------
  3,000,000         Motels of America, Inc., Sr. Sub. Note, 12.00%, 4/15/2004           2,985,000
                    --------------------------------------------------------------   ------------
                    Total                                                               7,946,250
                    --------------------------------------------------------------   ------------
                    INDUSTRIAL PRODUCTS & EQUIPMENT--1.7%
                    --------------------------------------------------------------
  3,650,000         Cabot Safety Acquisition Corp., Sr. Sub. Note, 12.50%,
                    7/15/2005                                                           4,051,500
                    --------------------------------------------------------------
  4,000,000         Fairfield Manufacturing Co., Inc., Sr. Sub. Note, 11.375%,
                    7/1/2001                                                            4,060,000
                    --------------------------------------------------------------
  3,450,000         Pace Industries, Inc., Sr. Note, 10.625%, 12/1/2002                 3,174,000
                    --------------------------------------------------------------   ------------
                    Total                                                              11,285,500
                    --------------------------------------------------------------   ------------
                    LEISURE & ENTERTAINMENT--3.3%
                    --------------------------------------------------------------
  4,900,000         Affinity Group, Inc., Sr. Sub. Note, 11.50%, 10/15/2003             5,022,500
                    --------------------------------------------------------------
  4,000,000         Alliance Entertainment Corp., Sr. Sub. Note, 11.25%, 7/15/2005      4,040,000
                    --------------------------------------------------------------
    600,000     (a) Cobb Theatres, LLC, Sr. Secd. Note, 10.625%, 3/1/2003                 600,000
                    --------------------------------------------------------------
  3,100,000         Premier Parks, Inc., Sr. Note, 12.00%, 8/15/2003                    3,301,500
                    --------------------------------------------------------------
 11,400,000         Six Flags Theme Parks, Sr. Sub. Disc. Note, 0/12.25%,
                    6/15/2005                                                           9,633,000
                    --------------------------------------------------------------   ------------
                    Total                                                              22,597,000
                    --------------------------------------------------------------   ------------
                    MACHINERY & EQUIPMENT--1.9%
                    --------------------------------------------------------------
  3,875,000     (a) Alvey Systems, Inc., Sr. Sub. Note, 11.375%, 1/31/2003              4,039,687
                    --------------------------------------------------------------
  4,300,000         Primeco Inc., Sr. Sub. Note, 12.75%, 3/1/2005                       4,601,000
                    --------------------------------------------------------------
  3,375,000         Waters Corp., Sr. Sub. Note, 12.75%, 9/30/2004                      3,864,375
                    --------------------------------------------------------------   ------------
                    Total                                                              12,505,062
                    --------------------------------------------------------------   ------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<S>            <C>  <C>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    OIL & GAS--3.0%
                    --------------------------------------------------------------
$ 6,000,000     (a) Clark USA, Inc., Sr. Note, 10.875%, 12/1/2005                    $  6,315,000
                    --------------------------------------------------------------
  3,750,000         Falcon Drilling Co., Inc., Sr. Note, 9.75%, 1/15/2001               3,937,500
                    --------------------------------------------------------------
  2,000,000         Falcon Drilling Co., Inc., Sr. Sub. Note, 12.50%, 3/15/2005         2,220,000
                    --------------------------------------------------------------
  2,500,000         Giant Industries, Sr. Sub. Note, 9.75%, 11/15/2003                  2,550,000
                    --------------------------------------------------------------
  2,250,000         H.S. Resources, Inc., Sr. Sub. Note, 9.875%, 12/1/2003              2,227,500
                    --------------------------------------------------------------
  2,700,000         United Meridian Corp., Sr. Sub. Note, 10.375%, 10/15/2005           2,889,000
                    --------------------------------------------------------------   ------------
                    Total                                                              20,139,000
                    --------------------------------------------------------------   ------------
                    PRINTING & PUBLISHING--1.8%
                    --------------------------------------------------------------
  5,350,000         Affiliated Newspaper, Sr. Disc. Note, 0/13.25%, 7/1/2006            3,638,000
                    --------------------------------------------------------------
  2,975,000         Garden State Newspapers, Inc., Sr. Sub. Note, 12.00%, 7/1/2004      3,123,750
                    --------------------------------------------------------------
  2,550,000         Hollinger International Publishing, Inc., Sr. Sub. Note,
                    9.25%, 2/1/2006                                                     2,550,000
                    --------------------------------------------------------------
  2,800,000         Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002       2,877,000
                    --------------------------------------------------------------   ------------
                    Total                                                              12,188,750
                    --------------------------------------------------------------   ------------
                    REAL ESTATE--0.8%
                    --------------------------------------------------------------
  5,300,000         Trizec Finance Ltd., Sr. Note, 10.875%, 10/15/2005                  5,505,375
                    --------------------------------------------------------------   ------------
                    RETAILERS--0.7%
                    --------------------------------------------------------------
  5,200,000         Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003              4,680,000
                    --------------------------------------------------------------   ------------
                    SERVICES--0.9%
                    --------------------------------------------------------------
  6,043,625     (a) Coinmach Corp., Sr. Note, 11.75%, 11/15/2005                        6,194,716
                    --------------------------------------------------------------   ------------
                    STEEL--3.8%
                    --------------------------------------------------------------
  4,650,000         Acme Metals, Inc., Sr. Secd. Disc. Note, 0/13.50%, 8/1/2004         4,115,250
                    --------------------------------------------------------------
  3,000,000         Armco, Inc., Sr. Note, 9.375%, 11/1/2000                            3,007,500
                    --------------------------------------------------------------
  3,500,000         Bayou Steel Corp., 1st Mtg. Note, 10.25%, 3/1/2001                  3,202,500
                    --------------------------------------------------------------
  6,000,000         EnviroSource, Inc., Sr. Note, 9.75%, 6/15/2003                      5,520,000
                    --------------------------------------------------------------
  5,900,000         GS Technologies Operating Co., Inc., Sr. Note, 12.00%,
                    9/1/2004                                                            5,914,750
                    --------------------------------------------------------------
  3,000,000         Geneva Steel Co., Sr. Note, 11.125%, 3/15/2001                      2,587,500
                    --------------------------------------------------------------
</TABLE>



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    STEEL--CONTINUED
                    --------------------------------------------------------------
$ 1,000,000         Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001        $  1,000,000
                    --------------------------------------------------------------   ------------
                    Total                                                              25,347,500
                    --------------------------------------------------------------   ------------
                    SURFACE TRANSPORTATION--4.7%
                    --------------------------------------------------------------
  3,450,000         AmeriTruck Distribution Corp., Sr. Sub. Note, 12.25%,
                    11/15/2005                                                          3,424,125
                    --------------------------------------------------------------
  6,000,000         Gearbulk Holding Limited, Sr. Note, 11.25%, 12/1/2004               6,570,000
                    --------------------------------------------------------------
  4,300,000         Great Dane Holdings, Inc., Sr. Sub. Deb., 12.75%, 8/1/2001          4,063,500
                    --------------------------------------------------------------
  4,600,000         Sea Containers Ltd., Sr. Note, 9.50%, 7/1/2003                      4,646,000
                    --------------------------------------------------------------
    775,000         Sea Containers Ltd., Sr. Sub. Deb., Series B, 12.50%,
                    12/1/2004                                                             848,625
                    --------------------------------------------------------------
  6,500,000         Stena AB, Sr. Note, 10.50%, 12/15/2005                              6,743,750
                    --------------------------------------------------------------
  2,125,000         Trans Ocean Container Corp., Sr. Sub. Note, 12.25%, 7/1/2004        2,220,625
                    --------------------------------------------------------------
  3,100,000         Trism, Inc., Sr. Sub. Note, 10.75%, 12/15/2000                      3,022,500
                    --------------------------------------------------------------   ------------
                    Total                                                              31,539,125
                    --------------------------------------------------------------   ------------
                    TELECOMMUNICATIONS & CELLULAR--5.3%
                    --------------------------------------------------------------
  4,500,000     (a) Brooks Fiber Properties, Inc., Sr. Disc. Note, 0/10.875%,
                    3/1/2006                                                            2,677,500
                    --------------------------------------------------------------
  6,000,000         Cellular Communications International, Inc., Unit, 13.25%
                    accrual, 8/15/2000                                                  3,780,000
                    --------------------------------------------------------------
  1,400,000         Fonorola, Inc., Sr. Secd. Note, 12.50%, 8/15/2002                   1,536,500
                    --------------------------------------------------------------
  1,750,000         MobileMedia Communications, Inc., Sr. Sub. Note, 9.375%,
                    11/1/2007                                                           1,776,250
                    --------------------------------------------------------------
  3,000,000         NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%,
                    9/1/2003                                                            2,021,250
                    --------------------------------------------------------------
  4,000,000         NEXTEL Communications, Inc., Sr. Disc. Note, 0/9.75%,
                    8/15/2004                                                           2,410,000
                    --------------------------------------------------------------
  4,000,000         Paging Network, Inc., Sr. Sub. Note, 10.125%, 8/1/2007              4,300,000
                    --------------------------------------------------------------
  7,600,000         PanAmSat, LP, Sr. Sub. Disc. Note, 0/11.375%, 8/1/2003              6,422,000
                    --------------------------------------------------------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT
 OR SHARES                                                                              VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
CORPORATE BONDS--CONTINUED
- ----------------------------------------------------------------------------------
                    TELECOMMUNICATIONS & CELLULAR--CONTINUED
                    --------------------------------------------------------------
$ 4,000,000         ProNet, Inc., Sr. Sub. Note, 11.875%, 6/15/2005                  $  4,340,000
                    --------------------------------------------------------------
  6,250,000         USA Mobile Communications, Inc., Sr. Note, 9.50%, 2/1/2004          6,281,250
                    --------------------------------------------------------------   ------------
                    Total                                                              35,544,750
                    --------------------------------------------------------------   ------------
                    UTILITIES--2.3%
                    --------------------------------------------------------------
 12,000,000         California Energy Co., Inc., Sr. Disc. Note, 0/10.25%,
                    1/15/2004                                                          11,610,000
                    --------------------------------------------------------------
  3,100,000         El Paso Electric Co., 1st Mtg. Note, 9.40%, 5/1/2011                3,185,250
                    --------------------------------------------------------------
  1,000,000         El Paso Electric Co., Mtg. Note, 8.90%, 2/1/2006                    1,025,000
                    --------------------------------------------------------------   ------------
                    Total                                                              15,820,250
                    --------------------------------------------------------------   ------------
                    TOTAL CORPORATE BONDS (IDENTIFIED COST $599,111,336)              607,587,615
                    --------------------------------------------------------------   ------------
COMMON STOCKS--0.86%
- ----------------------------------------------------------------------------------
                    BROADCAST RADIO & TV--0.01%
                    --------------------------------------------------------------
        310     (a) Pegasus Media, Class B                                                 93,000
                    --------------------------------------------------------------
     12,000         Sullivan Broadcast Holdings Inc., Class B                                   0
                    --------------------------------------------------------------   ------------
                    Total                                                                  93,000
                    --------------------------------------------------------------   ------------
                    BUILDING & DEVELOPMENT--0.00%
                    --------------------------------------------------------------
      3,080         Atlantic Gulf Communities Corp.                                        19,250
                    --------------------------------------------------------------
      2,342         Atlantic Gulf Communities Corp., Warrants                                 110
                    --------------------------------------------------------------   ------------
                    Total                                                                  19,360
                    --------------------------------------------------------------   ------------
                    BUSINESS EQUIPMENT & SERVICES--0.00%
                    --------------------------------------------------------------
      5,460     (a) San Jacinto Holdings, Inc.                                             10,920
                    --------------------------------------------------------------   ------------
                    CHEMICALS & PLASTICS--0.03%
                    --------------------------------------------------------------
     14,862         UCC Investors Holdings, Inc.                                          135,616
                    --------------------------------------------------------------
     27,500         Uniroyal Technology Corp., Warrants                                    53,281
                    --------------------------------------------------------------   ------------
                    Total                                                                 188,897
                    --------------------------------------------------------------   ------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
  SHARES                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
COMMON STOCKS--CONTINUED
- ----------------------------------------------------------------------------------
                    CONGLOMERATES--0.41%
                    --------------------------------------------------------------
    722,871         Triton Group, Ltd.                                               $    316,256
                    --------------------------------------------------------------
    181,487     (b) Walter Industries, Inc.                                             2,472,760
                    --------------------------------------------------------------   ------------
                    Total                                                               2,789,016
                    --------------------------------------------------------------   ------------
                    CONSUMER PRODUCTS--0.02%
                    --------------------------------------------------------------
      3,000         Hosiery Corp. of America, Inc.                                         15,000
                    --------------------------------------------------------------
      5,000     (a) IHF Capital, Inc., Warrants                                           150,000
                    --------------------------------------------------------------   ------------
                    Total                                                                 165,000
                    --------------------------------------------------------------   ------------
                    CONTAINER & GLASS PRODUCTS--0.00%
                    --------------------------------------------------------------
     53,400     (b) Kane Industries, Inc., Warrants                                             0
                    --------------------------------------------------------------   ------------
                    FARMING & AGRICULTURE--0.23%
                    --------------------------------------------------------------
    105,545         Spreckels Industries, Inc., Class A                                 1,536,999
                    --------------------------------------------------------------   ------------
                    FOOD & DRUG RETAILERS--0.14%
                    --------------------------------------------------------------
    150,231     (b) Grand Union Co.                                                       910,775
                    --------------------------------------------------------------   ------------
                    PRINTING & PUBLISHING--0.02%
                    --------------------------------------------------------------
      5,350         Affiliated Newspaper                                                  133,750
                    --------------------------------------------------------------   ------------
                    TOTAL COMMON STOCKS (IDENTIFIED COST $19,670,858)                   5,847,717
                    --------------------------------------------------------------   ------------
PREFERRED STOCKS--0.8%
- ----------------------------------------------------------------------------------
                    PRINTING & PUBLISHING--0.4%
                    --------------------------------------------------------------
     26,134         K-III Communications Corp., Cumulative PIK Pfd., Series B,
                    11.625%                                                             2,717,970
                    --------------------------------------------------------------   ------------
                    TELECOMMUNICATIONS & CELLULAR--0.4%
                    --------------------------------------------------------------
      2,467         PanAmSat Corp., PIK Pfd., 12.75%                                    2,911,060
                    --------------------------------------------------------------   ------------
                    TOTAL PREFERRED STOCKS (IDENTIFIED COST $4,825,921)                 5,629,030
                    --------------------------------------------------------------   ------------
</TABLE>

    



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                VALUE
- -----------         --------------------------------------------------------------   ------------
<C>            <C>  <S>                                                              <C>
U.S. TREASURY OBLIGATIONS--2.3%
- ----------------------------------------------------------------------------------
                    TREASURY NOTES--2.3%
                    --------------------------------------------------------------
$10,000,000         United States Treasury Note, 6.375%, 8/15/2002                   $ 10,239,700
                    --------------------------------------------------------------
  5,000,000         United States Treasury Note, 7.75%, 1/31/2000                       5,357,350
                    --------------------------------------------------------------   ------------
                    TOTAL U.S. TREASURY OBLIGATIONS (IDENTIFIED COST $15,196,250)      15,597,050
                    --------------------------------------------------------------   ------------
(C) REPURCHASE AGREEMENT--4.9%
- ----------------------------------------------------------------------------------
 33,350,000         BT Securities Corporation, 5.45%, dated 2/29/1996, due
                    3/1/1996                                                           33,350,000
                    --------------------------------------------------------------   ------------
                    TOTAL INVESTMENTS (IDENTIFIED COST $672,154,365)(D)              $668,011,412
                    --------------------------------------------------------------   ------------
</TABLE>

    

(a) Indicates private placement securities held at February 29, 1996, with a
    total market value of $53,339,849, which represent 7.92% of total net
    assets.

   
(b) Non-income producing securities. Mid-American Waste Systems, Inc.: On
    February 15, 1996, Mid-American failed to make its scheduled interest
    payment. The company is in discussion with its senior lending group
    regarding a proposed asset sale and related proceeds.
    

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

   
(d) The cost of investments for federal tax purposes amounts to $672,089,708.
    The net unrealized depreciation of investments on a federal tax basis
    amounts to $4,078,296 which is comprised of $24,648,836 appreciation and
    $28,727,132 depreciation at February 29, 1996.
    

Note: The categories of investments are shown as a percentage of net assets
      ($673,779,001) at February 29, 1996.

The following acronym(s) are used throughout this portfolio:
   
<TABLE>
   <S>  <C>
   GTD  -- Guaranty
   LLC  -- Limited Liability Corporation
   LP   -- Limited Partnership
   PIK  -- Payment in Kind
   PLC  -- Public Limited Company
</TABLE>

    

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



   
FEDERATED HIGH YIELD TRUST
    

   
NOTES TO PORTFOLIO OF INVESTMENTS
    
   
FEBRUARY 29, 1996
    
- --------------------------------------------------------------------------------

   
KANE INDUSTRIES, INC.
    

   
On March 18, 1994, Kane Industries, Inc., along with two of its affiliates,
Kane, Inc. and Alford Industries, Inc., filed for protection under Chapter 11 of
the U.S. Bankruptcy Code. The Trust's investment adviser is unable to predict
the outcome or timing of these proceedings.
    

   
GRAND UNION COMPANY
    

   
On June 15, 1995, Grand Union Company exited from Chapter 11 bankruptcy
protection. In exchange for the 12.25% Senior Subordinated Notes due 2002, the
Trust received 150,231 shares of common stock.
    



FEDERATED HIGH YIELD TRUST
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 29, 1996
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                  <C>            <C>
ASSETS:
- --------------------------------------------------------------------------------
Total investments in securities, at value (identified cost $672,154,365 and
tax cost $672,089,708)                                                              $668,011,412
- --------------------------------------------------------------------------------
Income receivable                                                                     13,336,721
- --------------------------------------------------------------------------------
Receivable for investments sold                                                       16,672,454
- --------------------------------------------------------------------------------
Receivable for shares sold                                                            13,873,634
- --------------------------------------------------------------------------------    ------------
     Total assets                                                                    711,894,221
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Payable for investments purchased                                    $15,920,361
- ------------------------------------------------------------------
Payable for shares redeemed                                           15,052,160
- ------------------------------------------------------------------
Income distribution payable                                            1,272,989
- ------------------------------------------------------------------
Payable to bank                                                        5,664,461
- ------------------------------------------------------------------
Accrued expenses                                                         205,249
- ------------------------------------------------------------------   -----------
     Total liabilities                                                                38,115,220
- --------------------------------------------------------------------------------    ------------
NET ASSETS for 74,135,277 shares outstanding                                        $673,779,001
- --------------------------------------------------------------------------------    ------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------
Paid in capital                                                                     $702,037,431
- --------------------------------------------------------------------------------
Net unrealized depreciation of investments and translation of assets and
  liabilities in foreign currency                                                     (4,142,953)
- --------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions       (23,926,981)
- --------------------------------------------------------------------------------
Distributions in excess of net investment income                                        (188,496)
- --------------------------------------------------------------------------------    ------------
     Total Net Assets                                                               $673,779,001
- --------------------------------------------------------------------------------    ------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
($673,779,001 / 74,135,277 shares outstanding)                                             $9.09
- --------------------------------------------------------------------------------    ------------
</TABLE>

    

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



FEDERATED HIGH YIELD TRUST
STATEMENT OF OPERATIONS
YEAR ENDED FEBRUARY 29, 1996
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>            <C>            <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------
Dividends                                                                                             $   288,439
- --------------------------------------------------------------------------------------------------
Interest                                                                                               58,338,969
- --------------------------------------------------------------------------------------------------     ----------
    Total Income                                                                                       58,627,408
- --------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------------
Investment advisory fee                                                                $ 4,223,631
- -----------------------------------------------------------------------------------
Administrative personnel and services fee                                                  426,149
- -----------------------------------------------------------------------------------
Custodian fees                                                                              92,587
- -----------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                   124,814
- -----------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                   10,284
- -----------------------------------------------------------------------------------
Auditing fees                                                                               19,056
- -----------------------------------------------------------------------------------
Legal fees                                                                                   6,439
- -----------------------------------------------------------------------------------
Portfolio accounting fees                                                                  118,843
- -----------------------------------------------------------------------------------
Shareholder services fee                                                                 1,407,877
- -----------------------------------------------------------------------------------
Share registration costs                                                                   152,296
- -----------------------------------------------------------------------------------
Printing and postage                                                                        46,791
- -----------------------------------------------------------------------------------
Insurance premiums                                                                          10,427
- -----------------------------------------------------------------------------------
Taxes                                                                                       17,699
- -----------------------------------------------------------------------------------
Miscellaneous                                                                                4,917
- -----------------------------------------------------------------------------------     ----------
    Total expenses                                                                       6,661,810
- -----------------------------------------------------------------------------------
Waivers--
- -----------------------------------------------------------------------------------
  Waiver of investment advisory fee                                     $(1,340,094)
- ---------------------------------------------------------------------
  Waiver of shareholder services fee                                       (356,965)
- ---------------------------------------------------------------------    ----------
    Total waivers                                                                       (1,697,059)
- -----------------------------------------------------------------------------------     ----------
        Net expenses                                                                                    4,964,751
- --------------------------------------------------------------------------------------------------     ----------
            Net investment income                                                                      53,662,657
- --------------------------------------------------------------------------------------------------     ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
- --------------------------------------------------------------------------------------------------
Net realized gain on investments and foreign currency transactions                                      4,263,986
- --------------------------------------------------------------------------------------------------
Net change in unrealized depreciation of investments and translation of assets and
liabilities in foreign currency                                                                        27,446,647
- --------------------------------------------------------------------------------------------------     ----------
    Net realized and unrealized gain on investments and foreign currency                               31,710,633
- --------------------------------------------------------------------------------------------------     ----------
        Change in net assets resulting from operations and foreign currency                           $85,373,290
- --------------------------------------------------------------------------------------------------     ----------
</TABLE>

    

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



FEDERATED HIGH YIELD TRUST
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                              YEAR ENDED           YEAR ENDED
                                                             FEBRUARY 29,         FEBRUARY 28,
                                                                 1996                 1995
                                                             -------------        -------------
<S>                                                          <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------
Net investment income                                        $  53,662,657        $  37,778,736
- ---------------------------------------------------------
Net realized gain (loss) on investments and foreign
currency transactions ($796,412 net gain and $1,456,604
net loss, respectively, as computed for federal tax
purposes)                                                        4,263,986           (4,773,544)
- ---------------------------------------------------------
Net change in unrealized appreciation (depreciation) of
investments and translation of assets and liabilities in
foreign currency                                                27,446,647          (33,406,182)
- ---------------------------------------------------------    -------------        -------------
     Change in net assets from operations and foreign
     currency transactions                                      85,373,290             (400,990)
- ---------------------------------------------------------    -------------        -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------
Distributions from net investment income                       (53,311,137)         (37,778,736)
- ---------------------------------------------------------
Distributions in excess of net investment income                        --             (428,915)
- ---------------------------------------------------------    -------------        -------------
     Change in net assets resulting from distributions to
     shareholders                                              (53,311,137)         (38,207,651)
- ---------------------------------------------------------    -------------        -------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------
Proceeds from sale of shares                                   836,596,356          629,838,185
- ---------------------------------------------------------
Net asset value of shares issued to shareholders in
payment of distributions declared                               37,254,443           20,569,292
- ---------------------------------------------------------
Cost of shares redeemed                                       (696,738,256)        (579,239,706)
- ---------------------------------------------------------    -------------        -------------
     Change in net assets resulting from share
       transactions                                            177,112,543           71,167,771
- ---------------------------------------------------------    -------------        -------------
          Change in net assets                                 209,174,696           32,559,130
- ---------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------
Beginning of period                                            464,604,305          432,045,175
- ---------------------------------------------------------    -------------        -------------
End of period                                                $ 673,779,001        $ 464,604,305
- ---------------------------------------------------------    -------------        -------------
</TABLE>

    

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



FEDERATED HIGH YIELD TRUST
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 1996
- --------------------------------------------------------------------------------
(1) ORGANIZATION

   
Federated High Yield Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as a diversified, open-end
management investment company. The Trust's objective is to obtain high current
income by investing in fixed income securities. The Trust's portfolio of
investments consists primarily of lower rated corporate debt obligations. These
lower rated debt obligations may be more susceptible to real or perceived
adverse economic conditions than investment grade bonds. These lower rated debt
obligations are regarded as predominantly speculative with regard to each
issuer's continuing ability to make interest and principal payments (i.e., the
obligations are subject to the risk of default).
    

(2) SIGNIFICANT ACCOUNTING POLICIES

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

     INVESTMENT VALUATIONS--Listed corporate bonds, (other fixed income and
     asset-backed securities), and unlisted securities and private placement
     securities are generally valued at the mean of the latest bid and asked
     price as furnished by an independent pricing service. Listed equity
     securities are valued at the last sale price reported on a national
     securities exchange. Short-term securities are valued at the prices
     provided by an independent pricing service. However, short-term securities
     with remaining maturities of sixty days or less at the time of purchase may
     be valued at amortized cost, which approximates fair market value.

     REPURCHASE AGREEMENTS--It is the policy of the Trust to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral under repurchase
     agreement transactions. Additionally, procedures have been established by
     the Trust to monitor, on a daily basis, the market value of each repurchase
     agreement's collateral to ensure that the value of collateral at least
     equals the repurchase price to be paid under the repurchase agreement
     transaction.

     The Trust will only enter into repurchase agreements with banks and other
     recognized financial institutions, such as broker/dealers, which are deemed
     by the Trust's adviser to be creditworthy pursuant to the guidelines and/or
     standards reviewed or established by the Board of Trustees (the
     "Trustees"). Risks may arise from the potential inability of counterparties
     to honor the terms of the repurchase agreement. Accordingly, the Trust
     could receive less than the repurchase price on the sale of collateral
     securities.



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------
     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date. Distributions are determined in accordance with income tax
     regulations which may differ from generally accepted accounting principles.
     These distributions do not represent a return of capital for federal income
     tax purposes.

   
     Income and capital gain distributions are determined in accordance with
     income tax regulations which may differ from generally accepted accounting
     principles. These differences are primarily due to differing treatments for
     foreign currency and defaulted interest. The following reclassifications
     have been made to the financial statements.
    

   
<TABLE>
<CAPTION>
                          INCREASE (DECREASE)
    ----------------------------------------------------------------
                           ACCUMULATED NET        UNDISTRIBUTED NET
     PAID-IN-CAPITAL      REALIZED GAIN/LOSS      INVESTMENT INCOME
    -----------------    --------------------    -------------------
    <S>                  <C>                     <C>
        $417,923              ($320,110)              ($97,813)
</TABLE>

    

   
     Net investment income, net realized gain/losses, and net assets were not
     affected by this reclassification.
    

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

   
     At February 29, 1996, the Trust, for federal tax purposes, had a capital
     loss carryforward of $23,577,832, which will reduce the Trust's taxable
     income arising from future net realized gain on investments, if any, to the
     extent permitted by the Code, and thus will reduce the amount of the
     distributions to shareholders which would otherwise be necessary to relieve
     the Trust of any liability for federal tax. Pursuant to the Code, such
     capital loss carryforward will expire as follows:
    

   
<TABLE>
<CAPTION>
 EXPIRATION YEAR       EXPIRATION AMOUNT
- ------------------    --------------------
<S>                   <C>
       1998               $ 4,279,066
       1999               $11,012,464
       2000               $ 6,829,698
       2003               $ 1,456,604
</TABLE>

    

   
     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in
     when-issued or delayed delivery transactions. The Trust records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.
    

     FOREIGN CURRENCY TRANSLATION--The accounting records of the Trust are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S.



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

     dollars based on the rate of exchange of such currencies against U.S.
     dollars on the date of valuation. Purchases and sales of securities, income
     and expenses are translated at the rate of exchange quoted on the
     respective date that such transactions are recorded. Differences between
     income and expense amounts recorded and collected or paid are adjusted when
     reported by the custodian bank. The Trust does not isolate that portion of
     the results of operations resulting from changes in foreign exchange rates
     on investments from the fluctuations arising from changes in market prices
     of securities held. Such fluctuations are included with the net realized
     and unrealized gain or loss from investments.
   
     Reported net realized foreign exchange gains or losses arise from sales of
     portfolio securities, sales and maturities of short-term securities, sales
     of FCs, currency gains or losses realized between the trade and settlement
     dates on securities transactions, the difference between the amounts of
     dividends, interest, and foreign withholding taxes recorded on the Trust's
     books, and the U.S. dollar equivalent of the amounts actually received or
     paid. Net unrealized foreign exchange gains and losses arise from changes
     in the value of assets and liabilities other than investments in securities
     at fiscal year end, resulting from changes in the exchange rate.
    

   
     USE OF ESTIMATES--The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the amounts of assets, liabilities,
     expenses and revenues reported in the financial statements. Actual results
     could differ from those estimated.
    

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

(3) SHARES OF BENEFICIAL INTEREST

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

   
<TABLE>
<CAPTION>
                                                           YEAR ENDED            YEAR ENDED
                                                        FEBRUARY 29, 1996     FEBRUARY 28, 1995
                                                        -----------------     -----------------
<S>                                                     <C>                   <C>
- -----------------------------------------------------
Shares sold                                                 94,114,448            72,545,518
- -----------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                       4,184,055             2,380,438
- -----------------------------------------------------
Shares redeemed                                            (78,383,729)          (66,300,129)
- -----------------------------------------------------   ---------------       ---------------
  Net change resulting from share transactions              19,914,774             8,625,827
- -----------------------------------------------------   ---------------       ---------------
</TABLE>

    

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Trust's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to 0.75% of the Trust's average daily



FEDERATED HIGH YIELD TRUST
- --------------------------------------------------------------------------------

net assets. The Adviser may voluntarily choose to waive any portion of its fee.
The Adviser can modify or terminate this voluntary waiver at any time at its
sole discretion.

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

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will pay FSS up to 0.25%
of daily average net assets of the Trust for the period. The fee paid to FSS is
used to finance certain services for shareholders and to maintain shareholder
accounts. FSS may voluntarily choose to waive any portion of its fee. FSS can
modify or terminate this voluntary waiver at any time at its sole discretion.
   
TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--FServ, through its
registered transfer and dividend disbursing agent, Federated Shareholder
Services Company, maintains all necessary shareholder records and receives a fee
based on the size, type, and number of accounts and transactions made by
shareholders.
    

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

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended February 29, 1996, were as follows:
<TABLE>
<S>                                                                              <C>
- ------------------------------------------------------------------------------
Purchases                                                                        $615,035,712
- ------------------------------------------------------------------------------   ------------
Sales                                                                            $460,250,349
- ------------------------------------------------------------------------------   ------------
</TABLE>




REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of

FEDERATED HIGH YIELD TRUST:

   
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated High Yield Trust as of February 29,
1996, and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended and financial highlights (see page 2 of the prospectus) for the periods
presented therein. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
    

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
February 29, 1996, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated High Yield Trust at February 29, 1996, and the results of its
operations for the year then ended, changes in its net assets for each of the
two years in the period then ended, and financial highlights for the periods
presented therein, in conformity with generally accepted accounting principles.

                                                               ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
   
April 12, 1996
    



APPENDIX
- --------------------------------------------------------------------------------

STANDARD & POOR'S RATINGS GROUP ("S&P") CORPORATE BOND RATING DEFINITIONS

AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.

A--Debt rated "A" has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.
BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

BB, B, CCC, CC--Debt rated "BB,", "B", "CCC," and "CC" is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "CC" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties of major risk exposures to adverse
conditions.

CI--The rating "CI" is reserved for income bonds on which no interest is being
paid.

D--Debt rated "D" is in default, and payment of interest and/or repayment of
principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATING DEFINITIONS

AAA--Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

AA--Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

   
A--Bonds which are rated "A" possess many favorable investment attributes and
are to be considered as upper medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
    



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

BAA--Bonds which are rated "Baa" are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

BA--Bonds which are "Ba" are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated "B" generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated "Ca" represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

   
C--Bonds which are rated "C" are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
    



ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                          <C>
                Federated High Yield Trust                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Management                         Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and Trust Company          P.O. Box 8600
                                                             Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Shareholder
                Services Company                             P.O.Box 8600
                                                             Boston, Massachusetts 02266-8600
- ------------------------------------------------------------------------------------------------
Independent Auditors
                Ernst & Young LLP                            One Oxford Centre
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>





- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                            FEDERATED HIGH
                                            YIELD TRUST
                                            PROSPECTUS

                                            An Open-End, Diversified Management
                                            Investment Company

                                            April 30, 1996

LOGO
       Cusip 314197104
   
       8040401A (4/96)
    

   
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
    






                         FEDERATED HIGH YIELD TRUST
                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the
prospectus of Federated High Yield Trust (the "Trust") dated April 30, 1996.
This Statement is not a prospectus itself. You  may request a copy of a
prospectus or a paper copy of this Statement of Additional Information, if
you have received it electronically, free of charge by calling 1-800-235-
4669.    

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779
                        Statement dated April 30, 1996    
FEDERATED SECURITIES CORP.

Distributor
A subsidiary of FEDERATED INVESTORS


GENERAL INFORMATION ABOUT THE TRUST1
INVESTMENT OBJECTIVE AND POLICIES  1

 Corporate Debt Obligations        1
 Put And Call Options              1
 U.S. Government Obligations       1
 Restricted Securities             2
 When-Issued And Delayed Delivery
      Transactions                 2
 Repurchase Agreements             2
 Lending Of Portfolio Securities   2
 Reverse Repurchase Agreements     2
 Portfolio Turnover                3
 Investment Risks                  3
 Investment Limitations            4
FEDERATED HIGH YIELD TRUST MANAGEMENT
                                   6

 Officers And Trustees             6
 Trust Ownership                  10
 Trustees Compensation            11
 Trustee Liability                11
INVESTMENT ADVISORY SERVICES      11

 Adviser To The Trust             11
 Advisory Fees                    12
BROKERAGE TRANSACTIONS            12
OTHER SERVICES                    12

 Trust Administration             12


 Custodian and Portfolio Recordkeeper
                                  12
 Transfer Agent                   12
 Independent Public Accountants   12
PURCHASING SHARES                 13

 Shareholder Services             12
 Conversion To Federal Funds      13
DETERMINING NET ASSET VALUE       13

 Determining Market Value Of
 Securities                       13
REDEEMING SHARES                  14

 Redemption In Kind               14
MASSACHUSETTS PARTNERSHIP LAW     14
TAX STATUS                        14

 The Trust's Tax Status           14
 Shareholders' Tax Status         14
TOTAL RETURN                      15
YIELD                             15
PERFORMANCE COMPARISONS           15

 Duration                         16
ABOUT FEDERATED INVESTORS         17


GENERAL INFORMATION ABOUT THE TRUST

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated April 17, 1984.
INVESTMENT OBJECTIVE AND POLICIES

   The Trust's investment objective is to seek high current income  by
investing primarily in a professionally managed diversified portfolio of
fixed income securities.    
CORPORATE DEBT OBLIGATIONS
   The corporate debt obligations in which the Trust invests may bear fixed,
floating, floating and contingent, or increasing rates of interest. They may
involve equity features such as conversion or exchange rights, warrants for
the acquisition of common stock of the same or a different issuer,
participations based on revenues, sales or profits, or the purchase of common
stock in a unit transaction.    
PUT AND CALL OPTIONS
The Trust may purchase listed put options on portfolio securities or write
covered call options to protect against price movements in particular
securities in its portfolio and to generate income. A put option gives the
Trust, in return for a premium, the right to sell the underlying security to
the writer (seller) at a specified price during the term of the option. As
writer of a call option, the Trust has the obligation upon exercise of the
option during the option period to deliver the underlying security upon
payment of the exercise price.
The Trust may only: (1) buy put options which are listed on a recognized
options exchange and which are on securities held in its portfolio and (2)
sell listed call options either on securities held in its portfolio or on
securities which it has the right to obtain without payment of further
consideration (or has segregated cash in the amount of any such additional


consideration). The Trust will maintain its positions in securities, option
rights, and segregated cash subject to puts and calls until the options are
exercised, closed, or expired.
An option position may be closed out only on an exchange which provides a
secondary market for an option of the same series. Although the Trust's
investment adviser will consider liquidity before entering into option
transactions, there is no assurance that a liquid secondary market on an
exchange will exist for any particular option, or at any particular time.
The Trust reserves the right to hedge the portfolio by buying financial
futures and put options on stock index futures and financial futures.
However, the Trust will not engage in these transactions until (1) an
amendment to its Registration Statement is filed with the U.S. Securities and
Exchange Commission and becomes effective and (2) ten days after a supplement
to the prospectus disclosing this change in policy has been mailed to the
shareholders.
U.S. GOVERNMENT OBLIGATIONS
The types of U.S. government obligations in which the Trust may invest
include, but are not limited to, direct obligations of the U.S. Treasury
(such as U.S. Treasury bills, notes, and bonds) and obligations issued or
guaranteed by U.S. government agencies or instrumentalities. These securities
may be backed by:
   o the full faith and credit of the U.S. Treasury;
   o the issuer's right to borrow from the U.S. Treasury;
   o the discretionary authority of the U.S. government to purchase certain
     obligations of agencies or instrumentalities; or
   o the credit of the agency or instrumentality issuing the obligations.
Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:
   o Student Loan Marketing Association;


   o Federal Home Loan Mortgage Corporation;
   o Federal Home Loan Banks;
   o Farmers Home Administration; and
   o Federal National Mortgage Association.
RESTRICTED SECURITIES
The Trust expects that any restricted securities would be acquired either
from institutional investors who originally acquired the securities in
private placements or directly from the issuers of the securities in private
placements. Restricted securities and securities that are not readily
marketable may sell at a discount from the price they would bring if freely
marketable.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
The Trust engages in when-issued and delayed delivery transactions only for
the purpose of acquiring portfolio securities consistent with the Trust's
investment objective and policies, and not for investment leverage. These
transactions are made to secure what is considered to be an advantageous
price or yield for the Trust. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Trust
sufficient to make payment for the securities to be purchased are segregated
on the Trust's records at the trade date. These assets are marked to market
daily and are maintained until the transaction has been settled. The Trust
does not intend to engage in when-issued and delayed delivery transactions to
an extent that would cause the segregation of more than 20% of the total
value of its assets.
REPURCHASE AGREEMENTS
The Trust requires its custodian to take possession of the securities subject
to repurchase agreements, and these securities are marked to market daily. To
the extent that the original seller does not repurchase the securities from
the Trust, the Trust could receive less than the repurchase price on any sale


of such securities. In the event that such a defaulting seller filed for
bankruptcy or became insolvent, disposition of such securities by the Trust
might be delayed pending court action. The Trust believes that under the
regular procedures normally in effect for custody of the Trust's portfolio
securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Trust and allow retention or
disposition of such securities. The Trust will only enter into repurchase
agreements with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Trust's investment adviser to be
creditworthy pursuant to guidelines established by the Board of Trustees (the
"Trustees").
LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Trust may lend its portfolio
securities to broker/dealers, banks, or other institutional borrowers of
securities. The Trust will only enter into loan arrangements with
broker/dealers, banks, or other institutions which the Trust's investment
adviser has determined are creditworthy under guidelines established by the
Trustees.
The collateral received when the Trust lends portfolio securities must be
valued daily and, should the market value of the loaned securities increase,
the borrower must furnish additional collateral to the Trust. During the time
portfolio securities are on loan, the borrower pays the Trust any dividends
or interest paid on such securities. Loans are subject to termination at the
option of the Trust or the borrower. The Trust may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. The Trust does not have the
right to vote securities on loan, but would terminate the loan and regain the


right to vote if that were considered important with respect to the
investment.
REVERSE REPURCHASE AGREEMENTS
The Trust may also enter into reverse repurchase agreements. This transaction
is similar to borrowing cash. In a reverse repurchase agreement the Trust
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in
the future the Trust will repurchase the portfolio instrument by remitting
the original consideration plus interest at an agreed upon rate. The use of
reverse repurchase agreements may enable the Trust to avoid selling portfolio
instruments at a time when a sale may be deemed to be disadvantageous, but
the ability to enter into reverse repurchase agreements does not ensure that
the Trust will be able to avoid selling portfolio instruments at a
disadvantageous time.
   

    
When effecting reverse repurchase agreements, liquid assets of the Trust, in
a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked to
market daily and are maintained until the transaction is settled. During the
period any reverse repurchase agreements are outstanding, but only to the
extent necessary to assure completion of the reverse repurchase agreements,
the Trust will restrict the purchase of portfolio instruments to money market
instruments maturing on or before the expiration date of the reverse
repurchase agreements.


PORTFOLIO TURNOVER
   The Trust may experience greater portfolio turnover than would be expected
with a portfolio of higher-rated securities. A high portfolio turnover will
result in increased transaction costs to the Trust. The Trust will not
attempt to set or meet a portfolio turnover rate since any turnover would be
incidental to transactions undertaken in an attempt to achieve the Trust's
investment objective. For the fiscal years ended February 29, 1996 and
February 28, 1995, the portfolio turnover rates were 87% and 99%,
respectively.    
INVESTMENT RISKS
  ADVERSE LEGISLATION
     Federal and state legislatures and regulators may propose laws and
     regulations designed to limit the number or type of institutions that
     may purchase lower-rated bonds, reduce the tax benefits to the issuers
     of such bonds, or otherwise adversely impact the liquidity of such
     bonds. The Trust cannot predict the likelihood that any of these
     proposals will be adopted, or their potential impact on the liquidity of
     lower-rated bonds.
  FOREIGN SECURITIES
     Investments in foreign securities involve special risks that differ from
     those associated with investments in domestic securities. The risks
     associated with investments in foreign securities relate to political
     and economic developments abroad, as well as those that result from the
     differences between the regulation of domestic securities and issuers in
     contrast to foreign securities and issuers. These risks may include, but
     are not limited to, expropriation, confiscatory taxation, currency
     fluctuations, withholding taxes on interest, limitations on the use or
     transfer of Trust assets, political or social instability and adverse
     diplomatic developments. Moreover, individual foreign economies may


     differ favorably or unfavorably from the domestic economy in such
     respects as growth of gross national product, the rate of inflation,
     capital reinvestment, resource self-sufficiency and balance of payments
     position.
     Additional differences exist between investing in foreign and domestic
     securities. Examples of such differences include:
     oless publicly available information about foreign issuers;
     ocredit risks associated with certain foreign governments;
     othe lack of uniform financial accounting standards applicable to
      foreign issuers;
     oless readily available market quotations on foreign issues;
     othe likelihood that securities of foreign issuers may be less liquid
      or more volatile;
     ogenerally higher foreign brokerage commissions; and
     ounreliable mail service between countries.
  U.S. GOVERNMENT POLICIES
     In the past, U.S. government policies have discouraged or restricted
     certain investments abroad by investors such as the Trust. Although the
     Trust is unaware of any current restrictions, investors are advised that
     such policies could be reinstituted.
        

         
  CURRENCY RISK
     To the extent that debt securities purchased by the Trust are
     denominated in currencies other than the U.S. dollar, changes in foreign
     currency exchange rates will affect the Trust's net asset value, the
     value of interest earned, gains and losses realized on the sale of
     securities, and net investment income and capital gains, if any, to be


     distributed to shareholders by the Trust. If the value of a foreign
     currency rises against the U.S. dollar, the value of the Trust assets
     denominated in that currency will increase; correspondingly, if the
     value of a foreign currency declines against the U.S. dollar, the value
     of Trust assets denominated in that currency will decrease.
     The exchange rates between the U.S. dollar and foreign currencies are a
     function of such factors as supply and demand in the currency exchange
     markets, international balances of payments, governmental intervention,
     speculation and other economic and political conditions. Although the
     Trust values its assets daily in U.S. dollars, the Trust may not convert
     its holdings of foreign currencies to U.S. dollars daily. When the Trust
     converts its holdings to another currency, it may incur conversion
     costs. Foreign exchange dealers may realize a profit on the difference
     between the price at which they buy and sell currencies.
     The Trust will engage in foreign currency exchange transactions in
     connection with its investments in foreign securities. The Trust will
     conduct its foreign currency exchange transactions either on a spot
     (i.e., cash) basis at the spot rate prevailing in the foreign currency
     exchange market, or through forward contracts to purchase or sell
     foreign currencies.
INVESTMENT LIMITATIONS
  CONCENTRATION OF INVESTMENTS
     The Trust will not purchase securities (other than those issued or
     guaranteed by the U.S. government) if, as a result of such purchase,
     more than 25% of the value of its assets would be invested in any one
     industry.
     However, the Trust may invest more than 25% of the value of its total
     assets in cash or cash items (not including certificates of deposit),
     securities issued or guaranteed by the U.S. government, its agencies or


     instrumentalities, or instruments secured by these instruments, such as
     repurchase agreements.
  INVESTING IN COMMODITIES
     The Trust will not purchase or sell commodities. The Trust reserves the
     right to purchase put options on stock index futures and on financial
     futures.
  INVESTING IN REAL ESTATE
     The Trust will not purchase or sell real estate, although it will invest
     in the securities of companies whose business involves the purchase or
     sale of real estate or in securities which are secured by real estate or
     interests in real estate.
  BUYING ON MARGIN
     The Trust will not purchase any securities on margin but may obtain such
     short-term credits as may be necessary for clearance of transactions and
     may make margin payments in connection with buying financial futures and
     put options on financial futures.
  SELLING SHORT
     The Trust will not sell securities short unless:
     oduring the time the short position is open it owns an equal amount of
      the securities sold or securities readily and freely convertible into
      or exchangeable, without payment of additional consideration, for
      securities of the same issue as, and equal in amount to, the
      securities sold short; and
        o not more than 10% of the Trust's net assets (taken at current
      value) is held as collateral for such sales at any one time.

         


  BORROWING MONEY
     The Trust will not issue senior securities, except as permitted by the
     Trust's investment objective and policies, and except that the Trust
     will borrow money and engage in reverse repurchase agreements only in
     amounts up to one-third of the value of the Trust's net assets including
     the amounts borrowed. The Trust will not borrow money directly or
     through reverse repurchase agreements except as a temporary,
     extraordinary, or emergency measure or to facilitate management of the
     portfolio by enabling the Trust to meet redemption requests when the
     liquidation of portfolio instruments would be deemed to be inconvenient
     or disadvantageous. The Trust will not purchase any securities while any
     such borrowings (including reverse repurchase agreements) are
     outstanding.
  LENDING CASH OR SECURITIES
     The Trust will not lend any of its assets except portfolio securities.
     This shall not prevent the purchase or holding of corporate bonds,
     debentures, notes, certificates of indebtedness, or other debt
     securities of an issuer, repurchase agreements, or other transactions
     which are permitted by the Trust's investment objective and policies or
     Declaration of Trust.
  UNDERWRITING
     The Trust will not underwrite any issue of securities, except as it may
     be deemed to be an underwriter under the Securities Act of 1933 in
     connection with the sale of securities in accordance with its investment
     objective, policies, and limitations.
  INVESTING IN MINERALS
     The Trust will not purchase interests in oil, gas, or other mineral
     exploration or development programs, although it may purchase the
     securities of issuers which invest in or sponsor such programs.


The above limitations cannot be changed without shareholder approval. The
following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
  INVESTING IN NEW ISSUERS OR IN SECURITIES NOT READILY MARKETABLE
     The Trust will not invest more than 5% of the value of its total assets
     in securities of companies, including their predecessors, that have been
     in operation for less than three years and in equity securities of any
     issuer that are not readily marketable.
  INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
  THE TRUST
     The Trust will not purchase or retain the securities of any issuer if
     the officers and Trustees of the Trust or its investment adviser owning
     individually more than 1/2 of 1% of the issuer's securities together own
     more than 5% of the issuer's securities.
  INVESTING IN PUT OPTIONS
     The Trust will not purchase put options on securities unless the
     securities are held in the Trust's portfolio, and not more than 5% of
     the value of the Trust's total assets would be invested in premiums on
     open put options.
  WRITING COVERED CALL OPTIONS
     The Trust will not write call options on securities unless the
     securities are held in the Trust's portfolio or unless the Trust is
     entitled to them in deliverable form without further payment or after
     segregating cash in the amount of any further payment.
  DIVERSIFICATION OF INVESTMENTS
     The Trust will not purchase the securities of any issuer (other than the
     U.S. government, its agencies, or instrumentalities or instruments
     secured by securities of such issuers, such as repurchase agreements) if


     as a result more than 5% of the value of its total assets would be
     invested in the securities of such issuer. For these purposes, the Trust
     takes all common stock and all preferred stock of an issuer each as a
     single class, regardless of priorities, series, designations, or other
     differences.
  ACQUIRING SECURITIES
     The Trust will not purchase securities of a company for the purpose of
     exercising control or management.
     However, the Trust may invest in up to 10% of the voting securities of
     any one issuer and may exercise its voting powers consistent with the
     best interests of the Trust. In addition, the Trust, other companies
     advised by the Trust's investment adviser, and other affiliated
     companies may together buy and hold substantial amounts of voting stock
     of a company and may vote together in regard to such company's affairs.
     In some cases, the Trust and its affiliates might collectively be
     considered to be in control of such company. In some such cases,
     Trustees and other persons associated with the Trust and its affiliates
     might possibly become directors of companies in which the Trust holds
     stock.
     EQUITY SECURITIES
     The Trust may invest up to 10% of total assets in equity securities
     including common stocks, warrants or rights.
         
  INVESTING IN FOREIGN SECURITIES
     The Trust will not invest more than 10% of the value of its total assets
     in foreign securities which are not publicly traded in the United
     States.
Except with respect to borrowing money, if a percentage limitation is adhered
to at the time of investment, a later increase or decrease in percentage


resulting from any change in value or net assets will not result in a
violation of such restriction.
The Trust did not borrow money, invest in reverse repurchase agreements, sell
securities short, or invest in foreign securities during the last fiscal year
and has no present intent to do so in the coming fiscal year.
In addition, in order to comply with certain state restrictions, the Trust
may not invest in real estate limited partnerships or in oil, gas, or other
mineral leases.
   For purposes of its policies and limitations, the Trust considers
certificates of deposit and demand and time deposits issued by a U.S. branch
of a domestic bank or savings associations having capital, surplus, and
undivided profits in excess of $100,000,000 at the time of investment, to be
"cash items".    
FEDERATED HIGH YIELD TRUST MANAGEMENT

OFFICERS AND TRUSTEES
   Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated High Yield Trust, and principal occupations,
including those with, its affiliates, and the "Funds" described in the
Statement of Additional Information.    


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Trustee
   Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;


Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is
the father of J. Christopher Donahue, Executive Vice President of the Trust
 .    
   

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital
of Pittsburgh; Director or Trustee of the Funds; formerly, Senior Partner,
Ernst & Young LLP.


    

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




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


 James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Trustee
   Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or
Trustee of the Funds.    


   Lawrence D. Ellis, M.D.*    
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
   Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, Board of Directors, University of Pittsburgh Medical


Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and
Montefiore Hospitals; Director or Trustee of the Funds.    


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



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

Gregor F. Meyer    


   Henny, Kochuba, Meyer and Flaherty    
   Two Gateway Center - Suite 674    
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
   Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty;
Chairman, Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director
or Trustee of the Funds.    


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
   President, Law Professor, Duquesne University; Consulting Partner,
Mollica, Murray and Hogue; Director or Trustee of the Funds.    


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
   Professor, International Politics and Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management
Center; Director or Trustee of the Funds; President Emeritus, University of


Pittsburgh; founding Chairman, National Advisory Council for Environmental
Policy and Technology and Federal Emergency Management Advisory Board.    


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


    

Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 2, 1929
President
   Trustee, Federated Investors; President and/or Trustee of some of the
Funds; staff member, Federated Securities Corp.    


   J. Christopher Donahue     
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
   Executive Vice President    


   President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Trustee  of the Trust.    


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


 John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
   Executive Vice President and Secretary     


   Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Shareholder Services Company; Director, Federated Services
Company; President and Trustee, Federated Shareholder Services; Director,
Federated Securities Corp.; Executive Vice President and Secretary of the
Funds.    
   



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

David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President and Trustee, Federated Investors; Vice President,
Federated Shareholder Services; Executive Vice President, Federated
Securities Corp.; Treasurer of some of the Funds.




* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.     
   @ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the responsibilities of the Board between meetings of the
Board.            
   As used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Annuity Management Series; Arrow
Funds; Automated Government Money Trust; Blanchard Funds; Blanchard Precious
Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders Fund,
Inc.; Federated ARMs Fund; Federated Equity Funds; Federated Equity Income
Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated
GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance
Series;Federated Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust;
Federated Short-Term Municipal Trust; Federated Short-Term U.S. Government
Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated
Tax-Free Trust; Federated Total  Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S.
Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.;
High Yield Cash Trust; Intermediate Municipal Trust; International Series,


Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty  Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment Series,
Inc.     
TRUST OWNERSHIP
Officers and Trustees own less than 1% of the Trust's outstanding shares.
   As of March 29, 1996, the following shareholders of record owned 5% or
more of the outstanding shares of the Trust: Charles Schwab & Co., Inc. (as
record owner holding shares for its clients), San Francisco, California,
owned approximately 32,061,906.57 shares (46.41%); and National Financial
Services, for the exclusive benefit of its customers, owned approximately
       5,835,038.67 shares (8.45%).    
   TRUSTEES COMPENSATION    


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


John F. Donahue, $ 0       $0 for the Trust and
Chairman and Trustee          68 other investment companies in the Fund
Complex


   Thomas G. Bigley,++     $753.00 $86,331 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex    
   John T. Conroy, Jr.,    $1,576.45    $115,760 for the Trust and     
   Trustee                 54 other investment companies in the Fund
Complex    
   William J. Copeland,    $1,576.45    $115,760 for the Trust and     
   Trustee                 54 other investment companies in the Fund
Complex    
   James E. Dowd,$1,576.45 $115,760 for the Trust  and     
   Trustee                 54 other investment companies in the Fund
Complex    
   Lawrence D. Ellis, M.D.,$1,454.14    $104,898 for the Trust  and     
   Trustee                 54 other investment companies in the Fund
Complex    
   Edward L. Flaherty, Jr.,$1,576.45    $115,760 for the Trust and     
   Trustee                 54 other investment companies in the Fund
Complex    
   Peter E. Madden,        $1,454.14    $104,898 for the Trust  and     
   Trustee                 54 other investment companies in the Fund
Complex    
   Gregor F. Meyer,        $1,454.14    $104,898 for the Trust  and     
   Trustee                 54 other investment companies in the Fund
Complex    
   John E. Murray, Jr.,    $1,454.14    $104,898 for the Trust and     
   Trustee                 54 other investment companies in the Fund
Complex    
   Wesley W. Posvar,       $1,454.14    $104,898 for the Trust and     


   Trustee                 54 other investment companies in the Fund
Complex    
   Marjorie P. Smuts,      $1,454.14    $104,898 for the Trust  and     
   Trustee                 54 other investment companies in the Fund
Complex    


   *Information is furnished for the fiscal year ended February 29, 1996.    
+The information is provided for the last calendar year.
   ++Mr. Bigley served on 39 investment companies in the Federated Funds
Complex from January 1 through
       September 30,1995.  On October 1, 1995, he was appointed a Trustee on
15 additional Federated Funds.    
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, they are
not protected against any liability to which they would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
   


INVESTMENT ADVISORY SERVICES    

ADVISER TO THE TRUST
The Trust's investment adviser is Federated Management. It is a subsidiary of
Federated Investors. All of the voting securities of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife, and
his son, J. Christopher Donahue.


The Trust's investment adviser shall not be liable to the Trust or any
shareholder for any losses that may be sustained in the purchase, holding, or
sale of any security, or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Trust.
ADVISORY FEES
   For its advisory services, Federated Management receives an annual
investment advisory fee as described in the prospectus. During the fiscal
year ended February 29, 1996 and for the fiscal years ended February 28, 1995
and 1994, the Trust's investment adviser earned $4,223,631, $2,922,038, and
$3,211,691, respectively, which were reduced by $1,340,094, $867,430, and
$535,318, respectively, because of undertakings to limit the Trust's
expenses.    
  STATE EXPENSE LIMITATIONS
     The Trust's investment adviser has undertaken to comply with the expense
     limitations established by certain states for investment companies whose
     shares are registered for sale in those states. If the Trust's normal
     operating expenses (including the investment advisory fee, but not
     including brokerage commissions, interest, taxes, and extraordinary
     expenses) exceed 2 1/2% per year of the first $30 million of average net
     assets, 2% per year of the next $70 million of average net assets, and 1
     1/2% per year of the remaining average net assets, the Trust's
     investment adviser will reimburse the Trust for its expenses over the
     limitation.
     If the Trust's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the Trust's


     investment adviser will be limited, in any single fiscal year, by the
     amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended
     or rescinded in the future.
   BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order at
a favorable price. In working with dealers, the adviser will generally use
those who are recognized dealers in specific portfolio instruments, except
when a better price and execution of the order can be obtained elsewhere. The
adviser makes decisions on portfolio transactions and selects brokers and
dealers subject to        guidelines established by the Trustees. The adviser
may select brokers and dealers who offer brokerage and research services.
These services may be furnished directly to the Trust or to the adviser and
may include: advice as to the        advisability of investing in securities;
security analysis and reports; economic studies; industry studies; receipt of
quotations for portfolio evaluations; and similar services. Research services
provided by brokers and dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts. To the extent that receipt of these
services may supplant services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses. The adviser and
its affiliates exercise reasonable business judgment in selecting brokers who
offer brokerage and research services to execute securities transactions.
They determine in good faith that commissions charged by such persons are
reasonable in relationship to the value of the brokerage and research
services provided. During the fiscal years ended 1996, 1995 and 1994, the
Trust paid no brokerage commissions.    


   Although investment decisions for the Trust are made independently from
those of the other accounts managed by the adviser, investments of the type
the Trust may make may also be made by those other accounts. When the Trust
and one or more other accounts managed by the adviser are prepared to invest
in, or desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by the adviser
to be equitable to each. In some cases, this procedure may adversely affect
the price paid or received by the Trust or the size of the position obtained
or disposed of by the Trust. In other cases, however, it is believed that
coordination and the ability to participate in volume transactions will be to
the benefit of the Trust.
OTHER SERVICES

TRUST ADMINISTRATION    
   Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described in
the prospectus. From March 1, 1994, to March 1, 1996, Federated
Administrative Services served as the Trust's Administrator.  Prior to March
1, 1994, Federated Administrative Services, Inc. served as the Trust's
Administrator. Both former Administrators are subsidiaries of Federated
Investors.  For purposes of this Statement of Additional Information,
Federated Services Company, Federated Administrative Services, and Federated
Administrative Services, Inc. may hereinafter collectively be referred to as
the "Administrators." For the fiscal year ended February 29, 1996 and for the
fiscal years ended February 28, 1995 and 1994, the Administrators earned
$426,149, $295,457, and $495,082, respectively.  Dr. Henry J. Gailliot, an
officer of Federated Management, the adviser to the Trust, holds
approximately 20% of the outstanding common stock and serves as a director of


Commercial Data Services, Inc., a company which provides computer processing
services to Federated Services Company.    
   CUSTODIAN AND PORTFOLIO RECORDKEEPER
State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Trust.  It
also provides certain accounting and recordkeeping services with repect to
the Trust's portfolio investments.
TRANSFER AGENT    
   As transfer agent, Federated Shareholder Services Company, maintains all
necessary shareholder records.  For its services, the transfer agent receives
a fee based on the size, type and number of accounts and transactions made by
shareholders.    
   INDEPENDENT AUDITORS
The independent auditors for the Trust are Ernst & Young LLP, Pittsburgh,
Pennsylvania.    
       PURCHASING SHARES

   Shares are sold at their net asset value without a sales charge on days
the New York Stock Exchange is open for business. The procedure for
purchasing shares of the Trust is explained in the prospectus under
"Investing in the Trust."    
   SHAREHOLDER SERVICES
This arrangement permits the payment of fees to Federated Shareholder
Services and financial institutions to cause services to be provided which
are necessary for the maintenance of shareholder accounts and to encourage
personal services to shareholders by a representative who has knowledge of
the shareholder's particular circumstances and goals.  These activities and
services may include, but are not limited to:  providing office space,
equipment, telephone facilities, and various clerical, supervisory, computer,


and other personnel as necessary or beneficial to establish and to maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.
By adopting the Shareholder Services Agreement, the Trustees expect that the
Trust will benefit by: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their accounts.
For the fiscal year ending February 29, 1996, the Trust paid shareholder
services fees in the amount of $1,407,877 of which $356,965 was paid to
financial institutions.    
CONVERSION TO FEDERAL FUNDS
   It is the Trust's policy to be as fully invested as possible so that
maximum interest may be earned. To this end, all payments from investors must
be in federal funds or be converted into federal funds. Federated Shareholder
Services Company acts as the shareholder's agent in depositing checks and
converting them to federal funds.    
   


DETERMINING NET ASSET VALUE    

Net asset value generally changes each day. The days on which net asset value
is calculated by the Trust are described in the prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Trust's portfolio securities other than options are
determined as follows:


   o according to the last sale price in the market in which they are
     primarily traded (either a national securities exchange or the over-the-
     counter market), if available, and if not available, on the basis of
     prices provided by an independent pricing service;
   o for most short-term obligations, at the mean between bid and asked
     prices, as provided by an independent pricing service; or
   o for short-term obligations with remaining maturities of 60 days or less
     at the time of purchase, at amortized cost, or at fair value as
     determined in good faith by the Trustees.
Options are valued at the market values established by the exchanges at the
close of option trading unless the Trustees determine in good faith that
another method of valuing option positions is necessary.
REDEEMING SHARES

   The Trust redeems shares at the next computed net asset value after the
Trust receives the redemption request. Redemption procedures are explained in
the prospectus under "Redeeming Shares". Although Federated Shareholder
Services Company does not charge a fee for telephone redemptions, it reserves
the right to charge a fee for the cost of wire-transferred redemptions of
less than $5,000.    
REDEMPTION IN KIND
Although the Trust intends to redeem shares in cash, it reserves the right
under certain circumstances to pay the redemption price in whole or in part
by a distribution of securities from the Trust's portfolio.
Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed
in determining net asset value and selecting the securities in a manner the
Trustees determine to be fair and equitable.


The Trust has elected to be governed by Rule 18f-1 of the Investment Company
Act of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Trust's
net asset value during any 90-day period.
   MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust.  To protect
its shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations
of the Trust.  These documents require notice of this disclaimer to be given
in each agreement, obligation, or instrument the Trust or its Trustees enter
into or sign on behalf of the Trust.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required to use its property to protect or
compensate the shareholder.  On request, the Trust will defend any claim made
and pay any judgment against a shareholder for any act or obligation of the
Trust.  Therefore, financial loss resulting from liability as a shareholder
will occur only if the Trust itself cannot meet its obligations to indemnify
shareholders and pay judgments against them from its assets.



TAX STATUS    

THE TRUST'S TAX STATUS
The Trust will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code, as amended,
applicable to regulated investment companies and to receive the special tax


treatment afforded to such companies. To qualify for this treatment, the
Trust must, among other requirements:
   o derive at least 90% of its gross income from dividends, interest, and
     gains from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities
     held less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned
     during the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. Only a nominal portion of any income
dividend paid by the Trust is expected to be eligible for the dividends
received deduction available to corporations. These dividends and any short-
term capital gains are taxable as ordinary income.
  CAPITAL GAINS
     Fixed income securities offering the high current income sought by the
     Trust are often purchased at a discount from par value. Because the
     total yield on such securities when held to maturity and retired may
     include an element of capital gain, the Trust may achieve capital gains.
     However, the Trust will not hold securities to maturity for the purpose
     of realizing capital gains unless current yields on those securities
     remain attractive.
     Capital gains or losses may also be realized on the sale of securities.
     Sales would generally be made because of:
     othe availability of higher relative yields;
     odifferentials in market values;
     onew investment opportunities;
     ochanges in creditworthiness of an issuer; or


     oan attempt to preserve gains or limit losses.
     Distributions of long-term capital gains are taxed as such, whether they
     are taken in cash or reinvested, and regardless of the length of time
     the shareholder has owned the shares.
TOTAL RETURN

   The Trust's average annual total returns for the one-year, five-year and
ten-year periods ended February 28, 1996,  were  16.47%, 16.70% and 10.57%,
respectively.    
The average annual total return for the Trust is the average annual
compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The
ending redeemable value is computed by multiplying the number of shares owned
at the end of the period by the net asset value per share at the end of the
period. The number of shares owned at the end of the period is based on the
number of shares purchased at the beginning of the period with $1,000,
adjusted over the period by any additional shares, assuming the monthly
reinvestment of all dividends and distributions.
   


YIELD    

   The Trust's yield for the thirty-day period ended February 29, 1996 was
9.25%.    
The yield for the Trust is determined by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by
the Trust over a thirty-day period by the maximum offering price per share of
the Trust on the last day of the period. This value is then annualized using
semi-annual compounding. This means that the amount of income generated


during the thirty-day period is assumed to be generated each month over a
twelve-month period and is reinvested every six months. The yield does not
necessarily reflect income actually earned by the Trust because of certain
adjustments required by the Securities and Exchange Commission and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the
Trust, performance will be reduced for those shareholders paying those fees.
PERFORMANCE COMPARISONS

The Trust's performance depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in Trust expenses; and
   o various other factors.
The Trust's performance fluctuates on a daily basis largely because net
earnings and maximum offering price per share fluctuate daily. Both net
earnings and offering price per share are factors in the computation of yield
and total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance,
investors should consider all relevant factors, such as the composition of
any index used, prevailing market conditions, portfolio compositions of other
funds, and methods used to value portfolio securities and compute offering
price. The financial publications and/or indices which the Trust uses in
advertising may include:


   o LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) INDEX is comprised of
     approximately 5,000 issues, which include: non-convertible bonds
     publicly issued by the U.S. government or its agencies; corporate bonds
     guaranteed by the U.S. government and quasi-federal corporations; and
     publicly issued, fixed rate, non-convertible domestic bonds of companies
     in industry, public utilities, and finance. The average maturity of
     these bonds approximates nine years. Tracked by Lehman Brothers, Inc.,
     the index calculates total returns for one-month, three-month, twelve-
     month, and ten-year periods and year-to-date.
   o LEHMAN BROTHERS GOVERNMENT/CORPORATE (LONG-TERM) INDEX is composed of
     the same types of issues as defined above. However, the average maturity
     of the bonds included on this index approximates 22 years.
   o MERRILL LYNCH 7-10 YEAR TREASURY INDEX is an unmanaged index tracking
     U.S. government securities with maturities between 7 and 9.99 years. The
     index is produced by Merrill Lynch, Pierce, Fenner & Smith, Inc.
   o MERRILL LYNCH 10-15 YEAR TREASURY INDEX is an unmanaged index tracking
     U.S. government securities with maturities between 10 and 14.99 years.
     The index is produced by Merrill Lynch, Pierce, Fenner & Smith, Inc.
      o   MERRILL LYNCH HIGH YIELD MASTER INDEX is an unmanaged index
     comprised of publicly placed, non-convertible, coupon-bearing domestic
     debt. Issues in the index are less than investment grade as rated by
     Standard & Poor's Ratings Group or Moody's Investors Service, Inc., and
     must not be in default. Issues have a term to maturity of at least one
     year. The index is produced by Merrill Lynch, Pierce, Fenner & Smith,
     Inc.

       
      o   LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
     categories by making comparative calculations using total return. Total


     return assumes the reinvestment of all capital gains distributions and
     income dividends and takes into account any change in net asset value
     over a specific period of time. From time to time, the Trust will quote
     its Lipper ranking in the "high current yield funds" category in
     advertising and sales literature.    
   o SALOMON BROTHERS AAA-AA CORPORATES calculates total returns of
     approximately 775 issues which include long-term, high grade domestic
     corporate taxable bonds, rated AAA-AA, with maturities of twelve years
     or more; it also includes companies in industry, public utilities, and
     finance.
   o MORNINGSTAR, INC., an independent rating service, is the publisher of
     the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
     1,000 NASDAQ-listed mutual funds of all types, according to their risk-
     adjusted returns. The maximum rating is five stars, and ratings are
     effective for two weeks.
Advertisements and other sales literature for the Trust may quote total
returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in
the Trust based on monthly reinvestment of dividends over a specified period
of time.
DURATION
Duration is a commonly used measure of the potential volatility in the price
of a bond, or other fixed income security, or in a portfolio of fixed income
securities, prior to maturity. Volatility is the magnitude of the change in
the price of a bond relative to a given change in the market rate of
interest. A bond's price volatility depends on three primary variables: the
bond's coupon rate; maturity date; and the level of market yields of similar
fixed income securities. Generally, bonds with lower coupons or longer


maturities will be more volatile than bonds with higher coupon or shorter
maturities. Duration combines these variables into a single measure.
   Duration is calculated by dividing the sum of the time-weighted values of
the cash flows of a bond or bonds, including interest and principal payments,
by the sum of the present values of the cash flow.    
   


ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $2 trillion to the more than 5,500 funds
available.*


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

*Source: Investment Company Institute


CUSIP 314197104
8040401B (4/96)    











PART. C.OTHER INFORMATION.

ITEM 24.  Financial Statements
          and Exhibits:
          (a)  Financial Statements (filed in Part A)
          (b)  Exhibits:
                (1)   (i) Conformed Copy of Declaration of Trust (8);
                     (ii) Conformed Copy of Amendment Nos. 1 and 2 to
                          Declaration of Trust (8);
                (2)   (i) Copy of By-Laws of the Registrant (8);
                     (ii) Copy of Amendment Nos. 1 through 3 to the   Bylaws
                    (8);
                (3) Not applicable;
                (4) Conformed Copy of Specimen Certificate for Shares of
                    Beneficial Interest of the Registrant (8);


                (5) Conformed copy of the Investment Advisory Contract of the
                    Registrant (7.);
                (6) (i)   Conformed copy of the Distributor's Contract     of
                    the Registrant (7.);
                    (ii)  The Registrant hereby incorporates the
                          conformed copy of the secimen Mutual Funds  Sales
                    and Service Agreement; Mutual Funds     Service Agreement
                    and Plan Trustee/Mutual  Funds Service Agreement from
                    Item 24(b)6 of ..the Cash Trust Series II Registration
                          Statement on Form N-1A, filed with the
                          Commission on July 24, 1995. (File Nos. 33- 38550
                    and 811-6269).
                (7) Not applicable;
                (8) Conformed Copy of Custodian Agreement of the Registrant
                    (8);
  +  All exhibits have been filed electronically.
 7.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 10 on Form N-1A filed February 20, 1990.  (File Nos. 2-
     91091 and 811-4018)
 8.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 19 on Form N-1A filed April 21, 1995.  (File Nos. 2-91091
     and 811-4018)



                (9) (i)   Conformed copy of Agreement for Fund   Accounting
                    Services, Administrative Services,      Shareholder


                    Recordkeeping Services, and   Custody Services
                    Procurement; +
                    (ii)  The responses described in Item 24(b)(6) are
                          hereby incorporated by reference.
                    (iii) The Registrant hereby incorporates the
                          conformed copy of the Shareholder Services  Sub-
                    Contract between National Pensions      Alliance, Ltd.
                    and Federated Shareholder     Services from Item
                    24(b)(9)(ii) of the      Federated GNMA Trust
                    Registration ....Statement    on Form N-1A, filed with
                    the Commission ..on      March 25, 1996.(File Nos. 2-
                    75670 and
                          811-3375)
                    (iv)  The Registrant hereby incorporates the
                          conformed copy of the Shareholder Services  Sub-
                    Contract between Fidelity and      Federated
                          Shareholder Services from Item 24(b)(9)(iii)     of
                    the Federated GNMA Trust Registration   Statement on Form
                    N-1A, filed with the     Commission on March 25, 1996.
                           (File Nos. 2-75670 and 811-3375)
               (10) Conformed Copy of the Opinion of Counsel as to the
                    legality of the shares being registered (8);
               (11) (i)   Conformed copy of Consent of Independent
                          Auditors; +
                    (ii)  Opinion and Consent of Counsel as to Transfer    of
                    Organization Expenses (8);
               (12) Not applicable;
               (13) Conformed Copy of Initial Capital Understanding (8);
               (14) Not applicable;


               (15) Not applicable;
               (16) Conformed copy of Schedule for Computation of Trust
                    Performance Data; +
               (17) Copy of Financial Data Schedule;+
               (18) Not applicable;
               (19) Conformed Copy of Power of Attorney;+

  +  All exhibits have been filed electronically.
 7.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 10 on Form N-1A filed February 20, 1990.  (File Nos. 2-
     91091 and 811-4018)
 8.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 19 on Form N-1A filed April 21, 1995.  (File Nos. 2-91091
     and 811-4018)




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

          None.

Item 26.  Number of Holders of Securities;


                                        Number of Record    Holders as of
               Title of Class           March 29, 1996
               Shares of Beneficial Interest 69,084,993.0120


               (No par value)

Item 27.  Indemnification:  (1.)

Item 28.  Business and Other Connections of Investment Adviser

          For a description of the other business of the investment adviser,
          see the section entitled "Trust Information -- Management of the
          Trust" in Part A.  The affiliations with the Registrant of four of
          the Trustees and one of the Officers of the investment adviser are
          included in Part B of this Registration Statement under "Federated
          High Yield Trust Management"  The remaining Trustee of the
          investment adviser, his position with the investment adviser, and,
          in parentheses, his principal occupation is:  Mark D. Olson
          (Partner, Wilson, Halbrook & Bayard), 107 West Market Street,
          Georgetown, Delaware 19947.

          The remaining Officers of the investment adviser are: William D.
          Dawson, J. Thomas Madden, Mark L. Mallon, Executive Vice President;
          Henry J. Gailliot, Senior Vice President-Economist; Peter R.
          Anderson and J. Alan Minteer, Senior Vice Presidents; Randall A.
          Bauer, David A. Briggs, Jonathan C. Conley, Deborah A. Cunningham,
          Michael P. Donnelly, Mark E. Durbiano, Kathleen M. Foody-Malus,
          Thomas M. Franks, Jeff A. Kozemchak, Marian R. Marinack, Gregory M.
          Melvin, Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski,
          Frederick L. Plautz, Jr.,  Charles A. Ritter, James D. Roberge,
          Sandra L. Weber and Christopher H. Wiles, Vice Presidents; Edward
          C. Gonzales, Treasurer; and John W. McGonigle, Secretary.  The
          business address of each of the Officers of the investment adviser


          is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
          These individuals are also officers of a majority of the investment
          advisers to the Funds listed in Part B of this Registration
          Statement.




Item 29.  Principal Underwriters:
(a)       Federated Securities Corp., the Distributor for shares of the
             Registrant, also acts as principal underwriter for the
             following open-end investment companies: American Leaders Fund,
             Inc.; Annuity Management Series; Arrow Funds; Automated
             Government Money Trust; BayFunds;  The Biltmore Funds; The
             Biltmore Municipal Funds; Blanchard Funds; Blanchard Precious
             Metals Fund, Inc.; Cash Trust Series, Inc.; Cash Trust Series
             II; DG Investor Series; Edward D. Jones & Co. Daily Passport
             Cash Trust; Federated ARMs Fund; Federated Equity Funds;
             Federated GNMA Trust; Federated Government Trust; Federated
             High Yield Trust; Federated Income Securities Trust; Federated
             Income Trust; Federated Index Trust; Federated Institutional
             Trust; Federated Master Trust; Federated Municipal Trust;
             Federated Short-Term Municipal Trust; Federated Short-Term U.S.
             Government Trust; Federated Stock Trust; Federated Tax-Free
             Trust; Federated Total Return Series, Inc.; Federated U.S.
             Government Bond Fund; Federated U.S. Government Securities
             Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
             Years; Federated U.S. Government Securities Fund: 5-10
             Years;First Priority Funds; Fixed Income Securities, Inc.;


             Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress
             Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund
             for U.S. Government Securities, Inc.; Government Income
             Securities, Inc.; High Yield Cash Trust; Independence One
             Mutual Funds; Insurance Management Series; Intermediate
             Municipal Trust; International Series Inc.; Investment Series
             Funds, Inc.; Investment Series Trust; Liberty Equity Income
             Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty
             Municipal Securities Fund, Inc.; Liberty U.S. Government Money
             Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust;
             Managed Series Trust; Marshall Funds, Inc.; Money Market
             Management, Inc.; Money Market Obligations Trust; Money Market
             Trust; The Monitor Funds; Municipal Securities Income Trust;
             Newpoint Funds; 111 Corcoran Funds; Peachtree Funds; The
             Planters Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds;
             Star Funds; The Starburst Funds; The Starburst Funds II; Stock
             and Bond Fund, Inc.; Targeted Duration Trust; Tax-Free
             Instruments Trust; Tower Mutual Funds; Trust for Financial
             Institutions; Trust for Government Cash Reserves; Trust for
             Short-Term U.S. Government Securities; Trust for U.S. Treasury
             Obligations; The Virtus Funds; Vision Group of Funds, Inc.; and
             World Investment Series, Inc.

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




          (b)

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


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

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

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

John B. Fisher            President-Institutional Sales,    --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz             President-Broker/Dealer,     --


Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer        Executive Vice President of       --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

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


James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

Thomas E. Territ          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779

John B. Bohnet            Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

Byron F. Bowman           Vice President, Secretary,        --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

Kevin J. Crenny           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779





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


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

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

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

Michael D. Fitzgerald     Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Craig S. Gonzales         Vice President,              --


Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

H. Joeseph Kenedy         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Steven A. La Versa        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm           Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779


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


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

Michael P. O'Brien        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Paul V. Riordan           Vice President,              --


Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John C. Shelar, Jr.       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Jamie M. Teschner         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts          Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779


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


Michael P. Wolff          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings      Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff       Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley             Treasurer,                   --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue         Asstistant Secretary,        --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber           Assistant Secretary,         --


Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,     Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779





          (c)Not applicable.

Item 30.  Location of Accounts and Records:

          All accounts and records required to be maintained by Section 31(a)
          of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
          promulgated thereunder are maintained at one the following
          locations:

          Registrant               Federated Investors Tower
                                   Pittsburgh, PA  15222-3779

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

          Federated Administrative Federated Investors Tower
            Services               Pittsburgh, PA  15222-3779


          ("Administrator")

          Federated Management     Federated Investors Tower
          ("Adviser")              Pittsburgh, PA  15222-3779

          State Street Bank and Trust   P.O. Box 8604
            Company                Boston, MA  02266-8604
          ("Custodian")



Item 31.  Management Services: Not applicable.

Item 32.  Undertakings:

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

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


                                 SIGNATURES

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


certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on
the 26th day of April, 1996.

                            FEDERATED HIGH YIELD

               BY: /s/ J. Crilley Kelly
               J. Crilley Kelly, Assistant Secretary
               Attorney in Fact for John F. Donahue
               April 26, 1996

   Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person
in the capacity and on the date indicated:
   NAME                       TITLE                         DATE
By:/s/ J. Crilley Kelly     Attorney In Fact    April 26, 1996
   J. Crilley Kelly         For the Persons
   ASSISTANT SECRETARY      Listed Below

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

Glen R. Johnson*            President

David M. Taylor*            Treasurer
                            (Principal Financial and


                            Accounting Officer)

Thomas G. Bigley            Trustee

John T. Conroy, Jr.*        Trustee

William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

John E. Murray, Jr.         Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee

* By Power of Attorney



                                                    Exhibit 11 (i) under N-1A
                                                  Exhibit 23 under 601/Reg SK



             CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the references to our firm under the captions "Financial
Highlights" and "Indepedent Auditors" and to the use of our report dated
April 12, 1996, in Post-Effective Amendment Number 21 to the Registration
Statement (Form N-1A No. 2-91091) and the related Prospectus of Federated
High Yield Trust dated April 30, 1996.



/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania




                                        Exhibit 9(I) under Form N-1A
                                  Exhibit 10 under Item 601/Reg. S-K

                                  AGREEMENT
                                     FOR
                          FUND ACCOUNTING SERVICES,
                           ADMINISTRATIVE SERVICES,
                           TRANSFER AGENCY SERVICES
                                     AND
                         CUSTODY SERVICES PROCUREMENT

  AGREEMENT made as of March 1, 1996, by and between those investment
companies listed on Exhibit 1 as may be amended from time to time, having
their principal office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (the "Investment Company"), on behalf of the
portfolios (individually referred to herein as a "Fund" and collectively as
"Funds") of the Investment Company, and FEDERATED SERVICES COMPANY, a
Pennsylvania corporation, having its principal office and place of business at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 on behalf of
itself and its subsidiaries (the "Company").
  WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of capital stock or beneficial
interest ("Shares");
  WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined) including
certain pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes") if so indicated
on Exhibit 1, and the Company desires to accept such appointment;
  WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein defined),
if so indicated on Exhibit, and the Company desires to accept such
appointment;
  WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer
agency services (as herein defined) if so indicated on Exhibit 1, and agent in
connection with certain other activities, and the Company desires to accept
such appointment; and
  WHEREAS, the Investment Company may desire to appoint the Company as its
agent to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the Company
desires to accept such appointment; and
  NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:
SECTION ONE: FUND ACCOUNTING.
ARTICLE 1. APPOINTMENT.
  The Investment Company hereby appoints the Company to provide certain
pricing and accounting services to the Funds, and/or the Classes, for the
period and on the terms set forth in this Agreement. The Company accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Article 3 of this Section.
ARTICLE 2. THE COMPANY'S DUTIES.
  Subject to the supervision and control of the Investment Company's Board of
Trustees or Directors ("Board"), the Company will assist the Investment
Company with regard to fund accounting for the Investment Company, and/or the
Funds, and/or the Classes, and in connection therewith undertakes to perform
the following specific services;
  A.  Value the assets of the Funds using: primarily, market quotations,
      including the use of matrix pricing, supplied by the independent
      pricing services selected by the Company in consultation with the
      adviser, or sources selected by the adviser, and reviewed by the board;
      secondarily, if a designated pricing service does not provide a price
      for a security which the Company believes should be available by market
      quotation, the Company may obtain a price by calling brokers designated
      by the investment adviser of the fund holding the security, or if the
      adviser does not supply the names of such brokers, the Company will
      attempt on its own to find brokers to price those securities; thirdly,
      for securities for which no market price is available, the Pricing
      Committee of the Board will determine a fair value in good faith.
      Consistent with Rule 2a-4 of the 40 Act, estimates may be used where
      necessary or appropriate. The Company's obligations with regard to the
      prices received from outside pricing services and designated brokers or
      other outside sources, is to exercise reasonable care in the
      supervision of the pricing agent. The Company is not the guarantor of
      the securities prices received from such agents and the Company is not
      liable to the Fund for potential errors in valuing a Fund's assets or
      calculating the net asset value per share of such Fund or Class when
      the calculations are based upon such prices. All of the above sources
      of prices used as described are deemed by the Company to be authorized
      sources of security prices. The Company provides daily to the adviser
      the securities prices used in calculating the net asset value of the
      fund, for its use in preparing exception reports for those prices on
      which the adviser has comment. Further, upon receipt of the exception
      reports generated by the adviser, the Company diligently pursues
      communication regarding exception reports with the designated pricing
      agents;
  B.  Determine the net asset value per share of each Fund and/or Class, at
      the time and in the manner from time to time determined by the Board
      and as set forth in the Prospectus and Statement of Additional
      Information ("Prospectus") of each Fund;
  C.  Calculate the net income of each of the Funds, if any;
  D.  Calculate realized capital gains or losses of each of the Funds
      resulting from sale or disposition of assets, if any;
  E.  Maintain the general ledger and other accounts, books and financial
      records of the Investment Company, including for each Fund, and/or
      Class, as required under Section 31(a) of the 1940 Act and the Rules
      thereunder in connection with the services provided by the Company;
  F.  Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
      the records to be maintained by Rule 31a-1 under the 1940 Act in
      connection with the services provided by the Company. The Company
      further agrees that all such records it maintains for the Investment
      Company are the property of the Investment Company and further agrees
      to surrender promptly to the Investment Company such records upon the
      Investment Company's request;
  G.  At the request of the Investment Company, prepare various reports or
      other financial documents in accordance with generally accepted
      accounting principles as required by federal, state and other
      applicable laws and regulations; and
  H.  Such other similar services as may be reasonably requested by the
      Investment Company.
  The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section One,
shall hereafter be referred to as "Fund Accounting Services."
ARTICLE 3.  COMPENSATION AND ALLOCATION OF EXPENSES.
  A.  The Funds will compensate the Company for Fund Accounting Services in
      accordance with the fees agreed upon from time to time between the
      parties hereto. Such fees do not include out-of-pocket disbursements of
      the Company for which the Funds shall reimburse the Company. Out-of-
      pocket disbursements shall include, but shall not be limited to, the
      items agreed upon between the parties from time to time.
  B.  The Fund and/or the Class, and not the Company, shall bear the cost of:
      custodial expenses; membership dues in the Investment Company Institute
      or any similar organization; transfer agency expenses; investment
      advisory expenses; costs of printing and mailing stock certificates,
      Prospectuses, reports and notices; administrative expenses; interest on
      borrowed money; brokerage commissions; taxes and fees payable to
      federal, state and other governmental agencies; fees of Trustees or
      Directors of the Investment Company; independent auditors expenses;
      legal and audit department expenses billed to the Company for work
      performed related to the Investment Company, the Funds, or the Classes;
      law firm expenses; organizational expenses; or other expenses not
      specified in this Article 3 which may be properly payable by the Funds
      and/or Classes.
  C.  The compensation and out-of-pocket expenses attributable to the Fund
      shall be accrued by the Fund and shall be paid to the Company no less
      frequently than monthly, and shall be paid daily upon request of the
      Company. The Company will maintain detailed information about the
      compensation and out-of-pocket expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
  E.  The fee for the period from the effective date of this Agreement with
      respect to a Fund or a Class to the end of the initial month shall be
      prorated according to the proportion that such period bears to the full
      month period. Upon any termination of this Agreement before the end of
      any month, the fee for such period shall be prorated according to the
      proportion which such period bears to the full month period. For
      purposes of determining fees payable to the Company, the value of the
      Fund's net assets shall be computed at the time and in the manner
      specified in the Fund's Prospectus.
  F.  The Company, in its sole discretion, may from time to time subcontract
      to, employ or associate with itself such person or persons as the
      Company may believe to be particularly suited to assist it in
      performing Fund Accounting Services. Such person or persons may be
      affiliates of the Company, third-party service providers, or they may
      be officers and employees who are employed by both the Company and the
      Investment Company; provided, however, that the Company shall be as
      fully responsible to each Fund for the acts and omissions of any such
      subcontractor as it is for its own acts and omissions. The compensation
      of such person or persons shall be paid by the Company and no
      obligation shall be incurred on behalf of the Investment Company, the
      Funds, or the Classes in such respect.
SECTION TWO:  ADMINISTRATIVE SERVICES.
ARTICLE 4.  APPOINTMENT.
  The Investment Company hereby appoints the Company as Administrator for the
period on the terms and conditions set forth in this Agreement. The Company
hereby accepts such appointment and agrees to furnish the services set forth
in Article 5 of this Agreement in return for the compensation set forth in
Article 9 of this Agreement.
ARTICLE 5.  THE COMPANY'S DUTIES.
  As Administrator, and subject to the supervision and control of the Board
and in accordance with Proper Instructions (as defined hereafter) from the
Investment Company the Company will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Investment Company and each of its portfolios:
  A.  prepare, file, and maintain the Investment Company's governing
      documents and any amendments thereto, including the  Charter (which has
      already been prepared and filed), the By-laws and minutes of meetings
      of the Board and Shareholders;
  B.  prepare and file with the Securities and Exchange Commission and the
      appropriate state securities authorities the registration statements
      for the Investment Company and the Investment Company's shares and all
      amendments thereto, reports to regulatory authorities and shareholders,
      prospectuses, proxy statements, and such other documents all as may be
      necessary to enable the Investment Company to make a continuous
      offering of its shares;
  C.  prepare, negotiate, and administer contracts (if any) on behalf of the
      Investment Company with, among others, the Investment Company's
      investment advisers and distributors, subject to any applicable
      restrictions of the Board or the 1940 Act;
  D.  calculate performance data of the Investment Company for dissemination
      to information services covering the investment company industry;
  E.  prepare and file the Investment Company's tax returns;
  F.  coordinate the layout and printing of publicly disseminated
      prospectuses and reports;
  G.  perform internal audit examinations in accordance with a charter to be
      adopted by the Company and the Investment Company;
  H.  assist with the design, development, and operation of the Investment
      Company and the Funds;
  I.  provide individuals reasonably acceptable to the Board for nomination,
      appointment, or election as officers of the Investment Company, who
      will be responsible for the management of certain of the Investment
      Company's affairs as determined by the Investment Company's Board; and
  J.  consult with the Investment Company and its Board on matters concerning
      the Investment Company and its affairs.
  The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section 4,
shall hereafter be referred to as "Administrative Services."
ARTICLE 6.  RECORDS.
  The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the Investment Company act of
1940 and the rules thereunder, as the same may be amended from time to time,
pertaining to the Administrative Services performed by it and not otherwise
created and maintained by another party pursuant to contract with the
Investment Company.  Where applicable, such records shall be maintained by the
Company for the periods and in the places required by Rule 31a-2 under the
1940 Act.  The books and records pertaining to the Investment Company which
are in the possession of the Company shall be the property of the Investment
Company.  The Investment Company, or the Investment Company's authorized
representatives, shall have access to such books and records at all times
during the Company's normal business hours.  Upon the reasonable request of
the Investment Company, copies of any such books and records shall be provided
promptly by the Company to the Investment Company or the Investment Company's
authorized representatives.
ARTICLE 7.  DUTIES OF THE FUND.
     The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all
applicable requirements the 1940 Act, the Internal Revenue Code, and any other
laws, rules and regulations of government authorities having jurisdiction.
ARTICLE 8.  EXPENSES.
  The Company shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide
the Administrative Services to the Investment Company, including the
compensation of the Company employees who serve as trustees or directors or
officers of the Investment Company.  The Investment Company shall be
responsible for all other expenses incurred by the Company on behalf of the
Investment Company, including without limitation postage and courier expenses,
printing expenses, travel expenses, registration fees, filing fees, fees of
outside counsel and independent auditors, or other professional services,
organizational expenses, insurance premiums, fees payable to persons who are
not the Company's employees, trade association dues, and other expenses
properly payable by the Funds and/or the Classes.
ARTICLE 9.  COMPENSATION.
  For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate per
Fund, as specified below.
  The compensation and out of pocket expenses attributable to the Fund shall
be accrued by the Fund and paid to the Company no less frequently than
monthly, and shall be paid daily upon request of the Company.  The Company
will maintain detailed information about the compensation and out of pocket
expenses by the Fund.
          MAX. ADMIN.       AVERAGE DAILY NET ASSETS
             FEE                OF THE FUNDS
            .150%           on the first $250 million
            .125%           on the next $250 million
            .100%           on the next $250 million
            .075%           on assets in excess of $750 million
      (Average Daily Net Asset break-points are on a complex-wide basis)

  However, in no event shall the administrative fee received during any year
of the Agreement be less than, or be paid at a rate less than would aggregate
$125,000 per Fund and $30,000 per Class. The minimum fee set forth above in
this Article 9 may increase annually upon each March 1 anniversary of this
Agreement over the minimum fee during the prior 12 months, as calculated under
this agreement, in an amount equal to the increase in  Pennsylvania Consumer
Price Index (not to exceed 6% annually) as last reported by the U.S. Bureau of
Labor Statistics for the twelve months immediately preceding such anniversary.
ARTICLE 10.  RESPONSIBILITY OF ADMINISTRATOR.
  A.  The Company shall not be liable for any error of judgment or mistake of
      law or for any loss suffered by the Investment Company in connection
      with the matters to which this Agreement relates, except a loss
      resulting from willful misfeasance, bad faith or gross negligence on
      its part in the performance of its duties or from reckless disregard by
      it of its obligations and duties under this Agreement.  The Company
      shall be entitled to rely on and may act upon advice of counsel (who
      may be counsel for the Investment Company) on all matters, and shall be
      without liability for any action reasonably taken or omitted pursuant
      to such advice.  Any person, even though also an officer, director,
      trustee, partner, employee or agent of the Company, who may be or
      become an officer, director, trustee, partner, employee or agent of the
      Investment Company, shall be deemed, when rendering services to the
      Investment Company or acting on any business of the Investment Company
      (other than services or business in connection with the duties of the
      Company hereunder) to be rendering such services to or acting solely
      for the Investment Company and not as an officer, director, trustee,
      partner, employee or agent or one under the control or direction of the
      Company even though paid by the Company.
  B.  The Company shall be kept indemnified by the Investment Company and be
      without liability for any action taken or thing done by it in
      performing the Administrative Services in accordance with the above
      standards.  In order that the indemnification provisions contained in
      this Article 10 shall apply, however, it is understood that if in any
      case the Investment Company may be asked to indemnify or hold the
      Company harmless, the Investment Company shall be fully and promptly
      advised of all pertinent facts concerning the situation in question,
      and it is further understood that the Company will use all reasonable
      care to identify and notify the Investment Company promptly concerning
      any situation which presents or appears likely to present the
      probability of such a claim for indemnification against the Investment
      Company.  The Investment Company shall have the option to defend the
      Company against any claim which may be the subject of this
      indemnification.  In the event that the Investment Company so elects,
      it will so notify the Company and thereupon the Investment Company
      shall take over complete defense of the claim, and the Company shall in
      such situation initiate no further legal or other expenses for which it
      shall seek indemnification under this Article.  the Company shall in no
      case confess any claim or make any compromise in any case in which the
      Investment Company will be asked to indemnify the Company except with
      the Investment Company's written consent.
SECTION THREE: TRANSFER AGENCY SERVICES.
ARTICLE 11. TERMS OF APPOINTMENT.
  Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints the Company to act as, and the Company
agrees to act as, transfer agent and dividend disbursing agent for each Fund's
Shares, and agent in connection with any accumulation, open-account or similar
plans provided to the shareholders of any Fund ("Shareholder(s)"), including
without limitation any periodic investment plan or periodic withdrawal
program.
ARTICLE 12. DUTIES OF THE COMPANY.
  The Company shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Investment Company as
to any Fund:
  A.  Purchases
      (1)  The Company shall receive orders and payment for the purchase of
           shares and promptly deliver payment and appropriate documentation
           therefore to the custodian of the relevant Fund, (the
           "Custodian"). The Company shall notify the Fund and the Custodian
           on a daily basis of the total amount of orders and payments so
           delivered.
      (2)  Pursuant to purchase orders and in accordance with the Fund's
           current Prospectus, the Company shall compute and issue the
           appropriate number of Shares of each Fund and/or Class and hold
           such Shares in the appropriate Shareholder accounts.
      (3)  For certificated Funds and/or Classes, if a Shareholder or its
           agent requests a certificate, the Company, as Transfer Agent,
           shall countersign and mail by first class mail, a certificate to
           the Shareholder at its address as set forth on the transfer books
           of the Funds, and/or Classes, subject to any Proper Instructions
           regarding the delivery of certificates.
      (4)  In the event that any check or other order for the purchase of
           Shares of the Fund and/or Class is returned unpaid for any reason,
           the Company shall debit the Share account of the Shareholder by
           the number of Shares that had been credited to its account upon
           receipt of the check or other order, promptly mail a debit advice
           to the Shareholder, and notify the Fund and/or Class of its
           action. In the event that the amount paid for such Shares exceeds
           proceeds of the redemption of such Shares plus the amount of any
           dividends paid with respect to such Shares, the Fund and/the Class
           or its distributor will reimburse the Company on the amount of
           such excess.
  B.  Distribution
      (1)  Upon notification by the Funds of the declaration of any
           distribution to Shareholders, the Company shall act as Dividend
           Disbursing Agent for the Funds in accordance with the provisions
           of its governing document and the then-current Prospectus of the
           Fund. The Company shall prepare and mail or credit income, capital
           gain, or any other payments to Shareholders. As the Dividend
           Disbursing Agent, the Company shall, on or before the payment date
           of any such distribution, notify the Custodian of the estimated
           amount required to pay any portion of said distribution which is
           payable in cash and request the Custodian to make available
           sufficient funds for the cash amount to be paid out. The Company
           shall reconcile the amounts so requested and the amounts actually
           received with the Custodian on a daily basis. If a Shareholder is
           entitled to receive additional Shares by virtue of any such
           distribution or dividend, appropriate credits shall be made to the
           Shareholder's account, for certificated Funds and/or Classes,
           delivered where requested; and
      (2)  The Company shall maintain records of account for each Fund and
           Class and advise the Investment Company, each Fund and Class and
           its Shareholders as to the foregoing.
  C.  Redemptions and Transfers
      (1)  The Company shall receive redemption requests and redemption
           directions and, if such redemption requests comply with the
           procedures as may be described in the Fund Prospectus or set forth
           in Proper Instructions, deliver the appropriate instructions
           therefor to the Custodian. The Company shall notify the Funds on a
           daily basis of the total amount of redemption requests processed
           and monies paid to the Company by the Custodian for redemptions.
      (2)  At the appropriate time upon receiving redemption proceeds from
           the Custodian with respect to any redemption, the Company shall
           pay or cause to be paid the redemption proceeds in the manner
           instructed by the redeeming Shareholders, pursuant to procedures
           described in the then-current Prospectus of the Fund.
      (3)  If any certificate returned for redemption or other request for
           redemption does not comply with the procedures for redemption
           approved by the Fund, the Company shall promptly notify the
           Shareholder of such fact, together with the reason therefor, and
           shall effect such redemption at the price applicable to the date
           and time of receipt of documents complying with said procedures.
      (4)  The Company shall effect transfers of Shares by the registered
           owners thereof.
      (5)  The Company shall identify and process abandoned accounts and
           uncashed checks for state escheat requirements on an annual basis
           and report such actions to the Fund.
  D.  Recordkeeping
      (1)  The Company shall record the issuance of Shares of each Fund,
           and/or Class, and maintain pursuant to applicable rules of the
           Securities and Exchange Commission ("SEC") a record of the total
           number of Shares of the Fund and/or Class which are authorized,
           based upon data provided to it by the Fund, and issued and
           outstanding. The Company shall also provide the Fund on a regular
           basis or upon reasonable request with the total number of Shares
           which are authorized and issued and outstanding, but shall have no
           obligation when recording the issuance of Shares, except as
           otherwise set forth herein, to monitor the issuance of such Shares
           or to take cognizance of any laws relating to the issue or sale of
           such Shares, which functions shall be the sole responsibility of
           the Funds.
      (2)  The Company shall establish and maintain records pursuant to
           applicable rules of the SEC relating to the services to be
           performed hereunder in the form and manner as agreed to by the
           Investment Company or the Fund to include a record for each
           Shareholder's account of the following:
           (a)  Name, address and tax identification number (and whether such
                number has been certified);
           (b)  Number of Shares held;
           (c)  Historical information regarding the account, including
                dividends paid and date and price for all transactions;
           (d)  Any stop or restraining order placed against the account;
           (e)  Information with respect to withholding in the case of a
                foreign account or an account for which withholding is
                required by the Internal Revenue Code;
           (f)  Any dividend reinvestment order, plan application, dividend
                address and correspondence relating to the current
                maintenance of the account;
           (g)  Certificate numbers and denominations for any Shareholder
                holding certificates;
           (h)  Any information required in order for the Company to perform
                the calculations contemplated or required by this Agreement.
      (3)  The Company shall preserve any such records required to be
           maintained pursuant to the rules of the SEC for the periods
           prescribed in said rules as specifically noted below. Such record
           retention shall be at the expense of the Company, and such records
           may be inspected by the Fund at reasonable times. The Company may,
           at its option at any time, and shall forthwith upon the Fund's
           demand, turn over to the Fund and cease to retain in the Company's
           files, records and documents created and maintained by the Company
           pursuant to this Agreement, which are no longer needed by the
           Company in performance of its services or for its protection. If
           not so turned over to the Fund, such records and documents will be
           retained by the Company for six years from the year of creation,
           during the first two of which such documents will be in readily
           accessible form. At the end of the six year period, such records
           and documents will either be turned over to the Fund or destroyed
           in accordance with Proper Instructions.
  E.  Confirmations/Reports
      (1)  The Company shall furnish to the Fund periodically the following
           information:
           (a)  A copy of the transaction register;
           (b)  Dividend and reinvestment blotters;
           (c)  The total number of Shares issued and outstanding in each
                state for "blue sky" purposes as determined according to
                Proper Instructions delivered from time to time by the Fund
                to the Company;
           (d)  Shareholder lists and statistical information;
           (e)  Payments to third parties relating to distribution
                agreements, allocations of sales loads, redemption fees, or
                other transaction- or sales-related payments;
           (f)  Such other information as may be agreed upon from time to
                time.
      (2)  The Company shall prepare in the appropriate form, file with the
           Internal Revenue Service and appropriate state agencies, and, if
           required, mail to Shareholders, such notices for reporting
           dividends and distributions paid as are required to be so filed
           and mailed and shall withhold such sums as are required to be
           withheld under applicable federal and state income tax laws, rules
           and regulations.
      (3)  In addition to and not in lieu of the services set forth above,
           the Company shall:
           (a)  Perform all of the customary services of a transfer agent,
                dividend disbursing agent and, as relevant, agent in
                connection with accumulation, open-account or similar plans
                (including without limitation any periodic investment plan or
                periodic withdrawal program), including but not limited to:
                maintaining all Shareholder accounts, mailing Shareholder
                reports and Prospectuses to current Shareholders, withholding
                taxes on accounts subject to back-up or other withholding
                (including non-resident alien accounts), preparing and filing
                reports on U.S. Treasury Department Form 1099 and other
                appropriate forms required with respect to dividends and
                distributions by federal authorities for all Shareholders,
                preparing and mailing confirmation forms and statements of
                account to Shareholders for all purchases and redemptions of
                Shares and other conformable transactions in Shareholder
                accounts, preparing and mailing activity statements for
                Shareholders, and providing Shareholder account information;
                and
           (b)  provide a system which will enable the Fund to monitor the
                total number of Shares of each Fund (and/or Class) sold in
                each state ("blue sky reporting"). The Fund shall by Proper
                Instructions (i) identify to the Company those transactions
                and assets to be treated as exempt from the blue sky
                reporting for each state and (ii) verify the classification
                of transactions for each state on the system prior to
                activation and thereafter monitor the daily activity for each
                state. The responsibility of the Company for each Fund's
                (and/or Class's) state blue sky registration status is
                limited solely to the recording of the initial classification
                of transactions or accounts with regard to blue sky
                compliance and the reporting of such transactions and
                accounts to the Fund as provided above.
  F.  Other Duties
      (1)  The Company shall answer correspondence from Shareholders relating
           to their Share accounts and such other correspondence as may from
           time to time be addressed to the Company;
      (2)  The Company shall prepare Shareholder meeting lists, mail proxy
           cards and other material supplied to it by the Fund in connection
           with Shareholder meetings of each Fund; receive, examine and
           tabulate returned proxies, and certify the vote of the
           Shareholders;
      (3)  The Company shall establish and maintain facilities and procedures
           for safekeeping of stock certificates, check forms and facsimile
           signature imprinting devices, if any; and for the preparation or
           use, and for keeping account of, such certificates, forms and
           devices.
ARTICLE 13. DUTIES OF THE INVESTMENT COMPANY.
  A.  Compliance
      The Investment Company or Fund assume full responsibility for the
      preparation, contents and distribution of their own and/or their
      classes' Prospectus and for complying with all applicable requirements
      of the Securities Act of 1933, as amended (the "1933 Act"), the 1940
      Act and any laws, rules and regulations of government authorities
      having jurisdiction.
  B.  Share Certificates
      The Investment Company shall supply the Company with a sufficient
      supply of blank Share certificates and from time to time shall renew
      such supply upon request of the Company. Such blank Share certificates
      shall be properly signed, manually or by facsimile, if authorized by
      the Investment Company and shall bear the seal of the Investment
      Company or facsimile thereof; and notwithstanding the death,
      resignation or removal of any officer of the Investment Company
      authorized to sign certificates, the Company may continue to
      countersign certificates which bear the manual or facsimile signature
      of such officer until otherwise directed by the Investment Company.
  C.  Distributions
      The Fund shall promptly inform the Company of the declaration of any
      dividend or distribution on account of any Fund's shares.
ARTICLE 14. COMPENSATION AND EXPENSES.
  A.  Annual Fee
      For performance by the Company pursuant to Section Three of this
      Agreement, the Investment Company and/or the Fund agree to pay the
      Company an annual maintenance fee for each Shareholder account as
      agreed upon between the parties and as may be added to or amended from
      time to time. Such fees may be changed from time to time subject to
      written agreement between the Investment Company and the Company.
      Pursuant to information in the Fund Prospectus or other information or
      instructions from the Fund, the Company may sub-divide any Fund into
      Classes or other sub-components for recordkeeping purposes. The Company
      will charge the Fund the same fees for each such Class or sub-component
      the same as if each were a Fund.
  B.  Reimbursements
      In addition to the fee paid under Article 7A above, the Investment
      Company and/or Fund agree to reimburse the Company for out-of-pocket
      expenses or advances incurred by the Company for the items agreed upon
      between the parties, as may be added to or amended from time to time.
      In addition, any other expenses incurred by the Company at the request
      or with the consent of the Investment Company and/or the Fund, will be
      reimbursed by the appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the
      Fund and shall be paid to the Company no less frequently than monthly,
      and shall be paid daily upon request of the Company. The Company will
      maintain detailed information about the compensation and out-of-pocket
      expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
SECTION FOUR: CUSTODY SERVICES PROCUREMENT.
ARTICLE 15.    APPOINTMENT.
  The Investment Company hereby appoints Company as its agent to evaluate and
obtain custody services from a financial institution that (i) meets the
criteria established in Section 17(f) of the 1940 Act and (ii) has been
approved by the Board as eligible for selection by the Company as a custodian
(the "Eligible Custodian"). The Company accepts such appointment.
ARTICLE 16.    THE COMPANY AND ITS DUTIES.
  Subject to the review, supervision and control of the Board, the Company
shall:
  A. evaluate and obtain custody services from a financial institution that
     meets the criteria established in Section 17(f) of the 1940 Act and has
     been approved by the Board as being eligible for selection by the
     Company as an Eligible Custodian;
  B.  negotiate and enter into agreements with Eligible Custodians for the
      benefit of the Investment Company, with the Investment Company as a
      party to each such agreement. The Company may, as paying agent, be a
      party to any agreement with any such Eligible Custodian;
  C.  establish procedures to monitor the nature and the quality of the
      services provided by Eligible Custodians;
  D.  monitor and evaluate the nature and the quality of services provided by
      Eligible Custodians;
  E.  periodically provide to the Investment Company (i) written reports on
      the activities and services of Eligible  Custodians; (ii) the nature
      and amount of disbursements made on account of the each Fund with
      respect to each custodial agreement; and (iii) such other information
      as the Board shall reasonably request to enable it to fulfill its
      duties and obligations under Sections 17(f) and 36(b) of the 1940 Act
      and other duties and obligations thereof;
  F.  periodically provide recommendations to the Board to enhance Eligible
      Custodian's customer services capabilities and improve upon fees being
      charged to the Fund by Eligible Custodian; and
  The foregoing, along with any additional services that Company shall agree
in writing to perform for the Fund under this Section Four, shall hereafter be
referred to as "Custody Services Procurement."
ARTICLE 17.    FEES AND EXPENSES.
  A.  Annual Fee
      For the performance of Custody Services Procurement by the Company
      pursuant to Section Four of this Agreement, the Investment Company
      and/or the Fund agree to compensate the Company in accordance with the
      fees agreed upon from time to time.
  B.  Reimbursements
      In addition to the fee paid under Section 11A above, the Investment
      Company and/or Fund agree to reimburse the Company for out-of-pocket
      expenses or advances incurred by the Company for the items agreed upon
      between the parties, as may be added to or amended from time to time.
      In addition, any other expenses incurred by the Company at the request
      or with the consent of the Investment Company and/or the Fund, will be
      reimbursed by the appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the
      Fund and shall be paid to the Company no less frequently than monthly,
      and shall be paid daily upon request of the Company. The Company will
      maintain detailed information about the compensation and out-of-pocket
      expenses by Fund.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
ARTICLE 18.    REPRESENTATIONS.
  The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter
into this arrangement and to provide the services contemplated in Section Four
of this Agreement.
SECTION FIVE: GENERAL PROVISIONS.
ARTICLE  19.  PROPER INSTRUCTIONS.
  As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed
to be Proper Instructions if (a) the Company reasonably believes them to have
been given by a person previously authorized in Proper Instructions to give
such instructions with respect to the transaction involved, and (b) the
Investment Company, or the Fund, and the Company promptly cause such oral
instructions to be confirmed in writing.  Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Investment Company, or the Fund, and the Company are
satisfied that such procedures afford adequate safeguards for the Fund's
assets. Proper Instructions may only be amended in writing.
ARTICLE 20. ASSIGNMENT.
  Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either party without the
written consent of the other party.
  A.  This Agreement shall inure to the benefit of and be binding upon the
      parties and their respective permitted successors and assigns.
  B.  With regard to Transfer Agency Services, the Company may without
      further consent on the part of the Investment Company subcontract for
      the performance of Transfer Agency Services with
      (1)  its subsidiary, Federated Shareholder Service Company, a Delaware
           business trust, which is duly registered as a transfer agent
           pursuant to Section 17A(c)(1) of the Securities Exchange Act of
           1934, as amended, or any succeeding statute ("Section 17A(c)(1)");
           or
      (2)  such other provider of services duly registered as a transfer
           agent under Section 17A(c)(1) as Company shall select.
      The Company shall be as fully responsible to the Investment Company for
      the acts and omissions of any subcontractor as it is for its own acts
      and omissions.
  C.  With regard to Fund Accounting Services, Administrative Services and
      Custody Procurement Services, the Company may without further consent
      on the part of the Investment Company subcontract for the performance
      of such services with Federated Administrative Services, a wholly-owned
      subsidiary of the Company.
  D.  The Company shall upon instruction from the Investment Company
      subcontract for the performance of services under this Agreement with
      an Agent selected by the Investment Company, other than as described in
      B. and C. above; provided, however, that the Company shall in no way be
      responsible to the Investment Company for the acts and omissions of the
      Agent.
ARTICLE 21. DOCUMENTS.
  A.  In connection with the appointment of the Company under this Agreement,
      the Investment Company shall file with the Company the following
      documents:
      (1)  A copy of the Charter and By-Laws of the Investment Company and
           all amendments thereto;
      (2)  A copy of the resolution of the Board of the Investment Company
           authorizing this Agreement;
      (3)  Specimens of all forms of outstanding Share certificates of the
           Investment Company or the Funds in the forms approved by the Board
           of the Investment Company with a certificate of the Secretary of
           the Investment Company as to such approval;
      (4)  All account application forms and other documents relating to
           Shareholders accounts; and
      (5)  A copy of the current Prospectus for each Fund.
  B.  The Fund will also furnish from time to time the following documents:
      (1)  Each resolution of the Board of the Investment Company authorizing
           the original issuance of each Fund's, and/or Class's Shares;
      (2)  Each Registration Statement filed with the SEC and amendments
           thereof and orders relating thereto in effect with respect to the
           sale of Shares of any Fund, and/or Class;
      (3)  A certified copy of each amendment to the governing document and
           the By-Laws of the Investment Company;
      (4)  Certified copies of each vote of the Board authorizing officers to
           give Proper Instructions to the Custodian and agents for fund
           accountant, custody services procurement, and shareholder
           recordkeeping or transfer agency services;
      (5)  Specimens of all new Share certificates representing Shares of any
           Fund, accompanied by Board resolutions approving such forms;
      (6)  Such other certificates, documents or opinions which the Company
           may, in its discretion, deem necessary or appropriate in the
           proper performance of its duties; and
      (7)  Revisions to the Prospectus of each Fund.
ARTICLE 22. REPRESENTATIONS AND WARRANTIES.
  A.  Representations and Warranties of the Company
      The Company represents and warrants to the Fund that:
      (1)  it is a corporation duly organized and existing and in good
           standing under the laws of the Commonwealth of Pennsylvania;
       (2) It is duly qualified to carry on its business in each jurisdiction
           where the nature of its business requires such qualification, and
           in the Commonwealth of Pennsylvania;
      (3)  it is empowered under applicable laws and by its Articles of
           Incorporation and By-Laws to enter into and perform this
           Agreement;
      (4)  all requisite corporate proceedings have been taken to authorize
           it to enter into and perform its obligations under this Agreement;
      (5)  it has and will continue to have access to the necessary
           facilities, equipment and personnel to perform its duties and
           obligations under this Agreement;
      (6)  it is in compliance with federal securities law requirements and
           in good standing as an administrator and fund accountant; and
  B.  Representations and Warranties of the Investment Company
      The Investment Company represents and warrants to the Company that:
      (1)  It is an investment company duly organized and existing and in
           good standing under the laws of its state of organization;
      (2)  It is empowered under applicable laws and by its Charter and By-
           Laws to enter into and perform its obligations under this
           Agreement;
      (3)  All corporate proceedings required by said Charter and By-Laws
           have been taken to authorize it to enter into and perform its
           obligations under this Agreement;
      (4)  The Investment Company is an open-end investment company
           registered under the 1940 Act; and
      (5)  A registration statement under the 1933 Act will be effective, and
           appropriate state securities law filings have been made and will
           continue to be made, with respect to all Shares of each Fund being
           offered for sale.
ARTICLE 23. STANDARD OF CARE AND INDEMNIFICATION.
  A.  Standard of Care
      With regard to Sections One, Three and Four, the Company shall be held
      to a standard of reasonable care in carrying out the provisions of this
      Contract. The Company shall be entitled to rely on and may act upon
      advice of counsel (who may be counsel for the Investment Company) on
      all matters, and shall be without liability for any action reasonably
      taken or omitted pursuant to such advice, provided that such action is
      not in violation of applicable federal or state laws or regulations,
      and is in good faith and without negligence.
  B.  Indemnification by Investment Company
      The Company shall not be responsible for and the Investment Company or
      Fund shall indemnify and hold the Company, including its officers,
      directors, shareholders and their agents, employees and affiliates,
      harmless against any and all losses, damages, costs, charges, counsel
      fees, payments, expenses and liabilities arising out of or attributable
      to:
      (1)  The acts or omissions of any Custodian, Adviser, Sub-adviser or
           other party contracted by or approved by the Investment Company or
           Fund,
      (2)  The reliance on or use by the Company or its agents or
           subcontractors of information, records and documents in proper
           form which
           (a)  are received by the Company or its agents or subcontractors
                and furnished to it by or on behalf of the Fund, its
                Shareholders or investors regarding the purchase, redemption
                or transfer of Shares and Shareholder account information;
           (b)  are received by the Company from independent pricing services
                or sources for use in valuing the assets of the Funds; or
           (c)  are received by the Company or its agents or subcontractors
                from Advisers, Sub-advisers or other third parties contracted
                by or approved by the Investment Company of Fund for use in
                the performance of services under this Agreement;
           (d)  have been prepared and/or maintained by the Fund or its
                affiliates or any other person or firm on behalf of the
                Investment Company.
      (3)  The reliance on, or the carrying out by the Company or its agents
           or subcontractors of Proper Instructions of the Investment Company
           or the Fund.
      (4)  The offer or sale of Shares in violation of any requirement under
           the federal securities laws or regulations or the securities laws
           or regulations of any state that such Shares be registered in such
           state or in violation of any stop order or other determination or
           ruling by any federal agency or any state with respect to the
           offer or sale of such Shares in such state.
           Provided, however, that the Company shall not be protected by this
           Article 23.B. from liability for any act or omission resulting
           from the Company's willful misfeasance, bad faith, negligence or
           reckless disregard of its duties or failure to meet the standard
           of care set forth in 23.A. above.
  C.  Reliance
      At any time the Company may apply to any officer of the Investment
      Company or Fund for instructions, and may consult with legal counsel
      with respect to any matter arising in connection with the services to
      be performed by the Company under this Agreement, and the Company and
      its agents or subcontractors shall not be liable and shall be
      indemnified by the Investment Company or the appropriate Fund for any
      action reasonably taken or omitted by it in reliance upon such
      instructions or upon the opinion of such counsel provided such action
      is not in violation of applicable federal or state laws or regulations.
      The Company, its agents and subcontractors shall be protected and
      indemnified in recognizing stock certificates which are reasonably
      believed to bear the proper manual or facsimile signatures of the
      officers of the Investment Company or the Fund, and the proper
      countersignature of any former transfer agent or registrar, or of a co-
      transfer agent or co-registrar.
  D.  Notification
      In order that the indemnification provisions contained in this
      Article 23 shall apply, upon the assertion of a claim for which either
      party may be required to indemnify the other, the party seeking
      indemnification shall promptly notify the other party of such
      assertion, and shall keep the other party advised with respect to all
      developments concerning such claim. The party who may be required to
      indemnify shall have the option to participate with the party seeking
      indemnification in the defense of such claim. The party seeking
      indemnification shall in no case confess any claim or make any
      compromise in any case in which the other party may be required to
      indemnify it except with the other party's prior written consent.
ARTICLE 24. TERM AND TERMINATION OF AGREEMENT.
  This Agreement shall be effective from March 1, 1996 and shall continue
until February 28, 2003 (`Term").  Thereafter, the Agreement will continue for
18 month terms.  The Agreement can be terminated by either party upon 18
months notice to be effective as of the end of such 18 month period.  In the
event, however, of willful misfeasance, bad faith, negligence or reckless
disregard of its duties by the Company, the Investment Company has the right
to terminate the Agreement upon 60 days written notice, if Company has not
cured such willful misfeasance, bad faith, negligence or reckless disregard of
its duties within 60 days.  The termination date for all original or after-
added Investment companies which are, or become, a party to this Agreement.
shall be coterminous.  Investment Companies that merge or dissolve during the
Term, shall cease to be a party on the effective date of such merger or
dissolution.
  Should the Investment Company exercise its rights to terminate, all out-of-
pocket expenses associated with the movement of records and materials will be
borne by the Investment Company or the appropriate Fund. Additionally, the
Company reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Articles 10 and 23 shall
survive the termination of this Agreement.
ARTICLE 25. AMENDMENT.
  This Agreement may be amended or modified by a written agreement executed
by both parties.
ARTICLE 26. INTERPRETIVE AND ADDITIONAL PROVISIONS.
  In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Charter. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.
ARTICLE 27. GOVERNING LAW.
  This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts
ARTICLE 28. NOTICES.
  Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Investment Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the
Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or
to such other address as the Investment Company or the Company may hereafter
specify, shall be deemed to have been properly delivered or given hereunder to
the respective address.
ARTICLE 29. COUNTERPARTS.
     This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
 ARTICLE 30. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE
COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
and the obligations of this Agreement are not binding upon any of the Trustees
or Shareholders of the Company, but bind only the appropriate property of the
Fund, or Class, as provided in the Declaration of Trust.
ARTICLE 31. MERGER OF AGREEMENT.
  This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.
ARTICLE 32. SUCCESSOR AGENT.
  If a successor agent for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement
deliver to such successor agent at the office of the Company all properties of
the Investment Company held by it hereunder. If no such successor agent shall
be appointed, the Company shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such instructions.
  In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to the Company on or before the date
when such termination shall become effective, then the Company shall have the
right to deliver to a bank or trust company, which is a "bank" as defined in
the 1940 Act, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$2,000,000, all properties held by the Company under this Agreement.
Thereafter, such bank or trust company shall be the successor of the Company
under this Agreement.
ARTICLE 33. FORCE MAJEURE.
  The Company shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Fund as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.
ARTICLE 34. ASSIGNMENT; SUCCESSORS.
  This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign all of
or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party. Nothing
in this Article 34 shall prevent the Company from delegating its
responsibilities to another entity to the extent provided herein.
ARTICLE 35. SEVERABILITY.
  In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
ARTICLE 36. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF
THE INVESTMENT COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of the
Investment Company, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any
of them personally, and the obligations of this Agreement are not binding upon
any of the Trustees or Shareholders of the Investment Company, but bind only
the property of the Fund, or Class, as provided in the Declaration of Trust.

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


                                   INVESTMENT COMPANIES
                                   (LISTED ON EXHIBIT 1)


                                   By:  /s/ S. Elliott Cohan
                                   S. Elliott Cohan
                                   Assistant Secretary

                                   FEDERATED SERVICES COMPANY

                                   By:  /s/ Thomas J. Ward
                                   Thomas J. Ward
                                   Secretary


                                  EXHIBIT 1

CONTRACT
DATE             INVESTMENT COMPANY
                  Portfolios
                    Classes

March 1, 1996    FEDERATED HIGH YIELD TRUST






FEDERATED SERVICES COMPANY provides the following services:

                 Administrative Services
                 Fund Accounting Services
                 Shareholder Recordkeeping Services



                                                      Exhibit 16 Under Form N1-A
                                               Exhibit 99 Under Item 601/Reg S-K

FUND NAME:  FEDERATED HIGH YIELD TRUST
COMPUTATION OF YIELD
AS OF:  FEBRUARY 28, 1989



Dividend and\or Interest Income for the 30 Days
          Ended           FEBRUARY 28, 1989                       $2,718,258.00

Net Expenses for the Period                                         $148,424.00

Average Daily Shares Outstanding and Entitled to
          Receive Dividends                                      23,729,611.000

Maximum Offering Price Per Share as of FEBRUARY 28, 1989                  $9.96

Undistributed Net Income                                                $0.0000


YIELD =    2[(       $2,718,258.00  -    $148,424.00 ) +1)^6-1]=



                                                   Exhibit 19 under Form N-1A
                                           Exhibit 24 under Item 601/Reg. S-K
                              POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of FEDERATED HIGH YIELD TRUST
and the Deputy General Counsel of Federated Investors, and each of them,
their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names, place and stead,
in any and all capacities, to sign any and all documents to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933,
the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
by means of the Securities and Exchange Commission's electronic disclosure
system known as EDGAR; and to file the same, with all exhibits thereto and
other documents in connection thterewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to sign and perform each and every act and
thing requisite and necessary to be done in connection thereiwth, as fully to
all intents and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

SIGNATURES                 TITLE                  DATE

/s/ John F. Donahue        Chairman and Trustee   April 2, 1996
John F. Donahue            (Chief Executive Officer)

/s/ Glen R. Johnson        President          April 2, 1996
Glen R. Johnson

/s/ David M. Taylor        Treasurer          April 2, 1996
David M. Taylor            (Principal Financial
                           and Accounting Officer)

/s/ Thomas G. Bigley       Trustee            April 2, 1996
Thomas G. Bigley

/s/ John T. Conroy, Jr.                       Trustee  April 2, 1996
John T. Conroy, Jr.

/s/ William J. Copeland                       Trustee  April 2, 1996
William J. Copeland

/s/ James E. Dowd          Trustee            April 2, 1996
James E. Dowd

/s/ Lawrence D. Ellis, M.D.                   Trustee  April 2, 1996
Lawrence D. Ellis, M.D.

/s/ Edward L. Flaherty, Jr.                   Trustee  April 2, 1996
Edward L. Flaherty, Jr.



/s/ Peter E. Madden        Trustee            April 2, 1996
Peter E. Madden

/s/ Gregor F. Meyer        Trustee            April 2, 1996
Gregor F. Meyer

/s/ John E. Murray, Jr.                       Trustee  April 2, 1996
John E. Murray, Jr.

/s/ Wesley W. Posvar       Trustee            April 2, 1996
Wesley W. Posvar

/s/ Marjorie P. Smuts      Trustee            April 2, 1996
Marjorie P. Smuts

Sworn to and subscribed before me this 2nd day of April, 1996.

/s/ Marie M. Hamm


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Federated High Yield Trust                     
                                                                               
                                                                               
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               Feb-29-1996                                    
<PERIOD-END>                    Feb-29-1996                                    
<INVESTMENTS-AT-COST>           672,154,365                                    
<INVESTMENTS-AT-VALUE>          668,011,412                                    
<RECEIVABLES>                   43,882,809                                     
<ASSETS-OTHER>                  0                                              
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  711,894,221                                    
<PAYABLE-FOR-SECURITIES>        15,920,361                                     
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       22,194,859                                     
<TOTAL-LIABILITIES>             38,115,220                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        702,037,431                                    
<SHARES-COMMON-STOCK>           74,135,277                                     
<SHARES-COMMON-PRIOR>           54,220,503                                     
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          188,496                                        
<ACCUMULATED-NET-GAINS>         (23,926,981)                                   
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        (4,142,953)                                    
<NET-ASSETS>                    673,779,001                                    
<DIVIDEND-INCOME>               288,439                                        
<INTEREST-INCOME>               58,338,969                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  4,964,751                                      
<NET-INVESTMENT-INCOME>         53,662,657                                     
<REALIZED-GAINS-CURRENT>        4,263,986                                      
<APPREC-INCREASE-CURRENT>       27,446,647                                     
<NET-CHANGE-FROM-OPS>           85,373,290                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       53,311,137                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         94,114,448                                     
<NUMBER-OF-SHARES-REDEEMED>     78,383,729                                     
<SHARES-REINVESTED>             4,184,055                                      
<NET-CHANGE-IN-ASSETS>          209,174,696                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       (27,870,857)                                   
<OVERDISTRIB-NII-PRIOR>         442,203                                        
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           4,223,631                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 6,661,810                                      
<AVERAGE-NET-ASSETS>            560,911,502                                    
<PER-SHARE-NAV-BEGIN>           8.570                                          
<PER-SHARE-NII>                 0.850                                          
<PER-SHARE-GAIN-APPREC>         0.510                                          
<PER-SHARE-DIVIDEND>            0.840                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             9.090                                          
<EXPENSE-RATIO>                 0.88                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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