FEDERATED GROWTH TRUST/CGF/FED ADV/FEDMGT/FED INV, DEF 14A, 1995-06-22

FEDERATED GROWTH TRUST/CGF/FED ADV/FEDMGT/FED INV
DEF 14A, 1995-06-22

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-1-
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No.______)

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

Federated Growth Trust
(Name of Registrant as Specified In Its Charter)

Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

[ X ] Fee paid previously with preliminary proxy materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:
_______________________________________________________________

2) Form, Schedule or Registration Statement No.:
_______________________________________________________________

3) Filing Party:
_______________________________________________________________

4) Date Filed:
_______________________________________________________________

FEDERATED GROWTH TRUST

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 14, 1995

A Special Meeting of the shareholders (the "Shareholders") of Federated
Growth Trust (the "Trust") will be held at the Trust's principal offices on the
19th Floor of Federated Investors Tower, Grant Street and Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779, at 2:00 p.m., August 14, 1995, for the
following purposes:

(1) To elect three new Trustees;

(2) To approve or disapprove an amendment to the Trust's Declaration of
Trust to allow the Trustees to make changes to the name of the Trust
without Shareholder approval;

(3) To approve or disapprove amendments to the Trust's Declaration of Trust
to allow the Trust to establish and designate separate series and classes
of shares;

(4) To approve or disapprove an amendment to the Trust's Declaration of
Trust to allow a sale and conveyance of any individual portfolio of the
Trust or any of the Trust's assets to another open-end management
investment company by majority vote;

(5) To approve or disapprove an amendment to the Trust's Declaration of
Trust to allow the Trustees to liquidate and dissolve any individual
portfolio of the Trust or the entire Trust without shareholder approval
if they deem such action to be in the best interest of the Shareholders;
and

(6) To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Board of Trustees has fixed June 15, 1995, as the record date for
determination of Shareholders entitled to vote at the meeting.

By Order of the Trustees

JOHN W. MCGONIGLE
Secretary

June 28, 1995
SIGN, DATE, AND RETURN THE ENCLOSED PROXY
PROMPTLY TO AVOID ADDITIONAL EXPENSE

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED
PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

FEDERATED GROWTH TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Trustees"). The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Trust or by appearing personally
on August 14, 1995, at the special meeting of Shareholders (the "Special
Meeting"). The cost of preparing and mailing the notice of meeting, this proxy
statement, proxy card, and any additional proxy material has been or is to be
borne by the Trust.

Proxy solicitations will be made primarily by mail, but may also be made by
telephone, telegraph, or personal interview conducted by certain officers or
employees of the Trust or of Federated Services Company (the Trust's transfer
agent) or Federated Administrative Services (the Trust's administrator). In the
event that a Shareholder signs and returns the proxy ballot but does not
indicate a choice as to any of the items on the proxy ballot, the proxy
attorneys will vote those shares in favor of such proposal(s).

On June 15, 1995, the Trust had outstanding 10,339,661 shares of beneficial
interest (the "Shares"), each Share being entitled to one vote and fractional
Shares being entitled to fractional votes. Only Shareholders of record at the
close of business on that date will be entitled to notice of and to vote at the
Special Meeting. One-fourth of the outstanding shares of the Trust, represented
in person or by proxy, shall be required to constitute a quorum at the Special
Meeting.

For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Trust's Declaration of Trust, the vote required to elect Trustees will be
determined with reference to a percentage of votes cast at the Special Meeting.
Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
affirmative vote necessary to approve other matters may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal.

The Trust will furnish, without charge, a copy of the annual report and
most recent semi-annual report succeeding the annual report, if any, to any
Shareholder of record of the Trust upon request. To request an annual and/or
semi-annual report, call 1-800-235-4669, or send a written request to Betsy
Hamilton at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779. The Board of Trustees proposes to mail this proxy
statement and the enclosed notice of meeting and proxy card on or about June 28,
1995.

ELECTION OF THREE TRUSTEES

At the Special Meeting, votes will be taken on the election of John T.
Conroy, Jr., Peter E. Madden, and Dr. John E. Murray, Jr., as Trustees of the
Trust to hold office until the election and qualification of their successors.
At the meeting of the Board of Trustees held May 15, 1991, J. Joseph Maloney,
Jr., a Trustee of the Trust, informed the Board of Trustees that he was
resigning as a Trustee of the Trust. Messrs. Conroy and Madden were appointed
Trustees on August 21, 1991, to fill vacancies created by the resignation of Mr.
Maloney and the decision to expand the size of the Board of Trustees. They are
currently serving as Trustees and have consented to continue to serve if
elected. Dr. Murray has also consented to serve if elected. Election of a
Trustee requires the affirmative vote of the plurality of the votes cast at the
Special Meeting.

When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; and (d) a Trustee may be removed at any
special meeting of the Shareholders by a vote of two-thirds of the outstanding
shares of the Trust. In case a vacancy shall exist for any reason, the remaining
Trustees will fill such vacancy by appointment of another Trustee. Within three
months of such appointment, the Trustees shall mail a notice of such appointment
to each Shareholder. The Trustees will not fill any vacancy by appointment if,
immediately after filling such vacancy, less than two-thirds of the Trustees
then holding office would have been elected by the Shareholders. If, at any
time, less than a majority of the Trustees holding office have been elected by
the Shareholders, the Trustees then in office will call a Shareholder meeting
for the purpose of electing Trustees to fill vacancies. Otherwise, there will
normally be no meeting of Shareholders called for the purpose of electing
Trustees.

The following is a complete list of the persons currently serving as
Trustees of the Trust:

TRUSTEES STANDING FOR ELECTION:
- --------------------------------------------------------------------------------
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, Florida
Birthdate: June 23, 1937

Trustee

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Peter E. Madden
70 Westcliff Road
Westin, Massachusetts
Birthdate: March 16, 1942

Trustee

Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.
- --------------------------------------------------------------------------------
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, Pennsylvania
Birthdate: December 20, 1932

Trustee

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

PREVIOUSLY ELECTED TRUSTEES:
- --------------------------------------------------------------------------------
John F. Donahue+*
Federated Investors Tower
Pittsburgh, Pennsylvania
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.; Chairman, Passport Research, Ltd.; Director, AEtna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue, Vice
President of the Trust.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
William J. Copeland
One PNC Plaza--23rd Floor
Pittsburgh, Pennsylvania
Birthdate: July 4, 1918

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.
- --------------------------------------------------------------------------------
James E. Dowd
571 Hayward Mill Road
Concord, Massachusetts
Birthdate: May 18, 1922

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.
- --------------------------------------------------------------------------------
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, Pennsylvania
Birthdate: October 11, 1932

Trustee

Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center--Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.
- --------------------------------------------------------------------------------
Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center--Suite 674
Pittsburgh, Pennsylvania
Birthdate: June 18, 1924

Trustee

Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Director, Eat'N
Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center--Suite 674
Pittsburgh, Pennsylvania
Birthdate: October 6, 1926

Trustee

Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds; formerly, Vice Chairman, Horizon
Financial, F.A.
- --------------------------------------------------------------------------------
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, Pennsylvania
Birthdate: September 14, 1925

Trustee

Professor, Foreign Policy and Management Consultant; Trustee, Carnegie Endowment
for International Peace, RAND Corporation, Online Computer Library Center, Inc.,
and U.S. Space Foundation; Chairman, Czecho Slovak Management Center; Director,
Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; formerly, Chairman, National Advisory Council for
Environmental Policy and Technology.
- --------------------------------------------------------------------------------
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, Pennsylvania
Birthdate: July 21, 1935

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
- --------------------------------------------------------------------------------

* This Trustee is deemed to be an "interested person" of the Trust as defined in
the 1940 Act.

+ Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board of Trustees between
meetings of the Board.

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Cash Management Trust; Automated Government Money Trust;
Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated

ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Intermediate Government Trust;
Federated Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated U.S. Government Bond Fund; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity
Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Money Market Management, Inc.; Money Market Obligations Trust;
Money Market Trust; Municipal Securities Income Trust; Newpoint Funds; 111
Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; The Virtus Funds;
and World Investment Series, Inc.

TRUSTEES COMPENSATION
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
NAME AND AGGREGATE
POSITION WITH COMPENSATION TOTAL COMPENSATION PAID
THE TRUST FROM THE TRUST* FROM THE FUND COMPLEX+
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Lawrence D. Ellis, M.D.
Trustee $ 1,419 $106,460 for the Trust and
64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.
Trustee $ 1,566 $117,202 for the Trust and
64 other investment companies in the Fund Complex
Peter E. Madden
Trustee $ 1,419 $ 90,563 for the Trust and
64 other investment companies in the Fund Complex
Gregor F. Meyer
Trustee $ 1,419 $106,460 for the Trust and
64 other investment companies in the Fund Complex
John E. Murray, Jr.
Trustee $ 0 $ 0 for the Trust and
69 other investment companies in the Fund Complex
Wesley W. Posvar
Trustee $ 1,419 $106,460 for the Trust and
64 other investment companies in the Fund Complex
Marjorie P. Smuts
Trustee $ 1,419 $106,460 for the Trust and
64 other investment companies in the Fund Complex
- -----------------------------------------------------------------------------------------------------
</TABLE>

* Information is furnished for the fiscal year ended October 31, 1994.

+ The information is provided for the last calendar year.

If the nominees for election as Trustees named above shall by reason of
death or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxy will be cast for a substitute
candidate by the attorneys named therein, or their substitutes, present and
acting at the Special Meeting. Any such substitute candidate for election as a
Trustee shall be nominated by the Executive Committee. The Board of Trustees has
no reason to believe that the nominees will become unavailable for election as
Trustees.

During the fiscal year ended October 31, 1994, there were four meetings of
the Board of Trustees. The Trustees who are not interested persons of the Trust
as a group received fees totaling $13,359. All Trustees were reimbursed for
expenses for attendance at meetings.

Other than its Executive Committee, the Trust has one Board committee, the
Audit Committee. Generally, the functions of the Audit Committee are to assist
the Board in fulfilling its duties relating to the Trust's accounting and
financial reporting practices and to serve as a direct line of

communication between the Board and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Trust's procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.

Messrs. Flaherty, Copeland, Conroy, and Dowd serve on the Audit Committee.
These Trustees are not interested Trustees of the Trust. J. Joseph Maloney, Jr.,
previously a member of the Audit Committee, served until March 21, 1991. At its
Meeting on May 15, 1991, the Board of Trustees appointed Mr. Copeland to the
Audit Committee. At its Meeting on August 24, 1993, the Board of Trustees
appointed Mr. Conroy to the Audit Committee. During the fiscal year ended
October 31, 1994, there were four meetings of the Audit Committee. All of the
members of the Audit Committee were present at each meeting. Each member of the
Audit Committee receives an annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance.

The Executive Officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and dates of birth (in parentheses) of the executive officers of the
Trust who are not listed above and their principal occupations during the last
five years are as follows: Glen R. Johnson (May 2, 1929), President of the
Trust, is Trustee, Federated Investors; staff member, Federated Securities Corp.
and Federated Administrative Services; and President and/or Trustee of some of
the Funds. J. Christopher Donahue (April 11, 1949), Vice President of the Trust,
is President and Trustee, Federated Investors, Trustee, Federated Advisers,
Federated Management, and Federated Research; President and Director, Federated
Research Corp.; President, Passport Research, Ltd.; Trustee, Federated
Administrative Services, Federated Services Company, and Federated Shareholder
Services; President or Vice President of the Funds; and Director, Trustee, or
Managing General Partner of some of the Funds. Mr. Donahue is the son of John F.
Donahue, Chairman and Trustee of the Trust. Richard B. Fisher (May 17, 1923),
Vice President of the Trust, is Executive Vice President and Trustee, Federated
Investors; Director, Federated Research Corp.; Chairman and Director, Federated
Securities Corp.; President or Vice President of some of the Funds; and Director
or Trustee of some of the Funds. Edward C. Gonzales (October 22, 1930), Vice
President and Treasurer of the Trust, is Vice President, Treasurer, and Trustee,
Federated Investors; Vice President and Treasurer, Federated Advisers, Federated
Management, Federated Research, Federated Research Corp., and Passport Research,
Ltd.; Executive Vice President, Treasurer, and Trustee, Federated Securities
Corp.; Trustee, Federated Services Company and Federated Shareholder Services;
Chairman, Treasurer, and Trustee, Federated Administrative Services; Vice
President and Treasurer of the Funds; and Trustee or Director of some of the
Funds. John W. McGonigle (October 26, 1938), Vice President and Secretary of the
Trust, is Vice President, Secretary, General Counsel, and Trustee,

Federated Investors; Vice President, Secretary, and Trustee, Federated Advisers,
Federated Management, and Federated Research; Vice President and Secretary,
Federated Research Corp. and Passport Research, Ltd.; Trustee, Federated
Services Company; Executive Vice President, Secretary, and Trustee, Federated
Administrative Services; Secretary and Trustee, Federated Shareholder Services;
Executive Vice President and Director, Federated Securities Corp.; and Vice
President and Secretary of the Funds. Messrs. Fisher, Gonzales, Johnson and
McGonigle have been officers of the Trust since April 17, 1984. Mr. J. C.
Donahue has been an officer of the Trust since April 25, 1989.

Officers and Trustees own less than 1% of the Trust's outstanding shares.

Federated Administrative Services is the Trust's Administrator. During the
fiscal year ended October 31, 1994, the Trust paid $410,620 for these services.

In addition, Dr. Henry J. Gailliot, an officer of Federated Management, the
adviser to the Trust, holds approximately 20% of the outstanding common stock
and serves as a director of Commercial Data Services, Inc., a company which
provides computer processing services to Federated Administrative Services.

Federated Securities Corp., the principal underwriter for the Trust, and
Federated Administrative Services are both wholly-owned subsidiaries of
Federated Investors. Their address is Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779.

THE BOARD OF TRUSTEES OF THE TRUST
UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS APPROVE THE ELECTION OF TRUSTEES

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

FEDERATED INVESTORS

The following officers and Trustees of Federated Investors are also
officers of the Trust. All of the Class A (Voting) shares of Federated Investors
are owned by a trust, the trustees of which are: John F. Donahue, Chairman,
Chief Executive Officer, and Trustee of Federated Investors, Rhodora J. Donahue,
wife of John F. Donahue, and J. Christopher Donahue, son of John F. Donahue and
President, Chief Operating Officer, and Trustee of Federated Investors.*
Officers and Trustees of the Trust who own Class B shares (Non-Voting), their
positions with Federated Investors, and the number of Class B shares
beneficially owned by such persons (in parentheses) are: John F. Donahue*,
Trustee, Chairman, and Chief Executive Officer (636,942); J. Christopher
Donahue,* Trustee, President, and Chief Operating Officer (837,140); Richard B.
Fisher, Trustee, Vice President, and Assistant Secretary (335,000); Glen R.
Johnson, Trustee (734,000); Edward C. Gonzales*, Trustee, Vice President, and
Treasurer (400,000); and John W. McGonigle*, Trustee, Vice President, General
Counsel, and Secretary (1,000,000).
------------------------

* The number of shares of Federated Investors indicated may include shares
of Federated Investors held jointly with spouses or other family members,
shares of Federated Investors held by family-owned partnerships or other
business organizations, shares of Federated Investors held by spouses and
other family members and/or shares of Federated Investors held in trust for
one or more family members. The listed individuals disclaim beneficial
ownership of shares of Federated Investors held by spouses, other family
members and trusts, and by family-owned partnerships or other business
organizations to the extent not owned by them.
------------------------

INDEPENDENT AUDITORS

Representatives of Ernst & Young LLP, the independent auditors for the
Trust, are not expected to be present at the Special Meeting, but, if in
attendance, they will be given the opportunity to make a statement if they so
desire and will otherwise be available should any matter arise requiring their
presence.
------------------------

APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO
THE TRUST'S DECLARATION OF TRUST TO ALLOW
THE TRUSTEES TO MAKE CHANGES TO THE NAME OF
THE TRUST WITHOUT SHAREHOLDER APPROVAL

The Board of Trustees, at its meeting on May 19, 1995 unanimously approved
an amendment to the Declaration of Trust (the "Declaration") to permit the
Trustees to make changes to the name of the Trust without shareholder approval.
Shareholders are being asked to approve the same amendment.

This amendment would permit the Trustees to exercise the authority to
change the name of the Trust without the Trust incurring the expense associated
with a Shareholder Vote. Shareholders are being asked to approve or disapprove
amendments to the Declaration to allow the Trust to establish and designate
separate series and classes of shares. In order to accurately identify the Trust
and distinguish it from each separate portfolio, if approved by Shareholders,
and thus, to avoid confusion, the Trustees may find it appropriate to re-name
the Trust.

Article I, Section 1 currently reads as follows: "This Trust shall be known
as 'Federated Growth Trust'." If approved by the Shareholders, Article I,
Section 1 would be amended to read as follows:

"This Trust shall be known as 'Federated Growth Trust,' and the Trustees
may conduct the business of the Trust under that name or any other name
as they may determine from time to time."

In the event that the amendment is not approved by Shareholders, this
Section of the Declaration will remain as it currently exists, and the Trustees
will consider what action, if any, should be taken. Shareholder approval of the
proposed amendment to the Declaration requires the affirmative vote of: (a) 67%
or more of the Shares of the Trust present at the Special Meeting, if the
holders of more than 50% of the outstanding Shares of the Trust are present or
represented by proxy; or (b) more than 50% of the outstanding Shares of the
Trust, whichever is less.

THE BOARD RECOMMENDS THAT SHAREHOLDERS
APPROVE THE AMENDMENT TO THE TRUST'S
DECLARATION OF TRUST TO ALLOW THE TRUSTEES
TO MAKE CHANGES TO THE NAME OF THE
TRUST WITHOUT SHAREHOLDER APPROVAL

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

APPROVAL OR DISAPPROVAL OF AMENDMENTS TO THE
TRUST'S DECLARATION OF TRUST TO ALLOW THE TRUST TO ESTABLISH AND
DESIGNATE SEPARATE SERIES AND CLASSES OF SHARES

Shareholders are also being asked to approve amendments to the Declaration
to furnish the Trust with the flexibility to add separate investment portfolios
as series of the Trust (the "portfolios") and to designate classes of shares
within a portfolio. Currently, the Trust is constrained by its Declaration to
provide a single investment portfolio issuing only one class of shares.
Conditioned upon approval of the amendment that would allow the issuance of
separate series and classes of shares, it is proposed that existing Shareholders
of the Trust will be designated as holders of a separate investment portfolio of
the Trust.

At a meeting held on May 19, 1995, the Trustees approved the proposed
amendments to the Declaration, as well as a proposal to create three classes of
shares, which are described below. As a technical matter, this would result in
the Trust having one portfolio, comprised of three distinct classes of shares.
These actions are subject to approval by the Shareholders of the proposed
amendment to the Declaration. There is presently no intention to add classes
other than as described, although the proposed amendment to the Declaration
would permit the Trustees to take such actions at a future date, without first
seeking Shareholders' approval. As discussed further below, these actions are
being recommended because they may be advantageous for the Trust and its
Shareholders.

The Trustees believe that the added flexibility provided by the proposed
amendments to the Declaration to permit the creation of separate series and
classes of shares may enhance the marketing opportunities for the Trust and
provide investors with purchasing options best suited to their individual
situations. This may attract more investment dollars, resulting in greater
investment opportunities for the Trust. In addition, an increased asset size of
the Trust may result

in economies of scale and a reduction in the Trust's overall expense ratio. A
reduction in the overall expense ratio may have a favorable effect on the
Trust's net yield for all classes of shares.

General Characteristics of Portfolios and Classes

Each share of a portfolio of the Trust would represent an equal and
proportionate interest in the assets owned by such portfolio. Each share in a
portfolio would have identical voting rights with each other share of the Trust
outstanding for purposes of voting on issues that affect the Trust as a whole,
such as the election of Trustees. All shares of all classes of each portfolio of
the Trust would have equal voting rights on matters affecting that entire
portfolio, such as changes in investment policies. On matters affecting only a
particular class, such as certain distribution arrangements, only Shareholders
of that class would be entitled to vote.

Holders of shares would pay their allocable portion of portfolio and Trust
expenses. The Trust expenses for which holders of shares would pay their
allocable portion include, but are not limited to: the cost of organizing the
Trust and continuing its existence; registering the Trust with federal and state
securities authorities; Trustees' fees; auditors' fees; the cost of meetings of
Trustees; legal fees of the Trust; association membership dues; and such
non-recurring and extraordinary items as may arise. The portfolio expenses for
which holders of shares pay their allocable portion include, but are not limited
to: registering the portfolio and shares of the portfolio; investment advisory
services; taxes and commissions; custodian fees; insurance premiums; auditors'
fees; and such non-recurring and extraordinary items as may arise.

Each class of shares would be available through different distribution
channels. All classes of shares would have the same rights and privileges,
except that the amendments to the Declaration would authorize the Trustees to
allocate expenses among the classes related to shareholder services and
distribution methods ("Class Expenses"). Different Class Expenses borne by the
classes would result in different dividends among the classes. This structure
would cause classes having higher expense ratios to pay lower dividends than
classes with lower expense ratios within a portfolio.

The Board of Trustees would reserve the right to allocate Class Expenses to
holders of shares on a class-by-class basis as it deems appropriate. In any
case, Class Expenses would be limited to: expenses under a distribution plan
adopted by the Trust with respect to that class of shares pursuant to Rule 12b-1
under the 1940 Act (the "12b-1 Plan"); transfer agent fees as identified by the
transfer agent as attributable to holders of a class of shares; printing and
postage expenses related to preparing and distributing materials such as
Shareholder reports, prospectuses, and proxies to current Shareholders;
registration fees paid to the Securities and Exchange Commission and state
securities commissions; expenses relating to administrative personnel and
service as required to support holders of a class of shares; legal fees related
solely to a class of shares; and Trustees' fees incurred as a result of issues
relating solely to a class of shares.

THE PROPOSED AMENDMENTS WOULD NOT ALTER THE RIGHTS AND PRIVILEGES OF
CURRENT TRUST SHAREHOLDERS.

If the proposal to amend the Declaration is adopted, the Trust currently
intends to create three classes of shares, which will be designated "Class A
Shares," "Class B Shares," and "Class C Shares." The existing shares would then
be designated "Class A Shares." The Class A Shares will be subject to a
front-end sales load, but will continue to be offered without the imposition of
a sales charge to shareholders in the Trust as of the record date, trust
departments, investment advisers, insurance companies, and certain retirement
plans. The Class B Shares and Class C Shares are purchased at net asset value
and would be subject to contingent deferred sales charges, at a rate or rates
and for a period of time to be described in the prospectus for Class B Shares
and Class C Shares. The contingent deferred sales charge for Class B Shares and
Class C Shares may differ in amount or duration depending upon which class of
shares is purchased. In addition, Class B Shares and Class C Shares would be
subject to a 12b-1 Plan, which would impose additional fees not borne by
existing shares. Both Class B Shares and Class C Shares would be sold without an
initial sales load.

BOARD OF TRUSTEES' RECOMMENDATION

If approved by Shareholders, a new Section 5 will be added to Article III
and shall read as set forth in Appendix A to this Proxy Statement. Further, if
approved, the Declaration will be amended throughout to provide that shares of
the Trust can be issued in one or more portfolios and in one or more classes.
The Trustees have reviewed and unanimously approved the proposed amendment to
the Declaration to allow the Trust to establish and designate separate series
and classes of shares and has directed that it be submitted to Shareholders for
their approval. In the event that the amendments to the Declaration to allow the
Trust to establish and designate separate series and classes of shares are not
approved by Shareholders, this Section of the Declaration will remain as it
currently exists and the Trustees will consider what action, if any, should be
taken. Approval requires the affirmative vote of: (a) 67% or more of the Shares
of the Trust present at the Special Meeting, if the holders of more than 50% of
the outstanding Shares of the Trust are present or represented by proxy; or (b)
more than 50% of the outstanding Shares of the Trust, whichever is less.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS APPROVAL
OF THE PROPOSED AMENDMENTS TO THE TRUST'S DECLARATION
OF TRUST TO ALLOW THE TRUST TO ESTABLISH AND DESIGNATE
SEPARATE SERIES AND CLASSES OF SHARES

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

APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE
TRUST'S DECLARATION OF TRUST TO PERMIT SHAREHOLDERS
TO APPROVE ANY PROPOSED SALE AND CONVEYANCE OF ANY INDIVIDUAL PORTFOLIO OF THE
TRUST OR ANY OF THE
TRUST'S ASSETS TO ANOTHER INVESTMENT COMPANY BY MAJORITY VOTE

Shareholders are being asked to approve an amendment to the Declaration to
permit Shareholders to approve any proposed sale and conveyance of any
individual portfolio of the Trust or any of the Trust's assets to another
investment company by majority vote.

There is currently no plan to sell and convey the assets of the Trust to
any other investment company. To provide the Trust with maximum flexibility and
in the event circumstances would change and the Trustees would determine that a
sale and conveyance of assets would be in the best interest of the Shareholders,
the Trustees are recommending the adoption of this proposed amendment to the
Declaration.

Article XII, Section 4(b) of the Declaration currently requires the
approval of the holders of at least two-thirds of the outstanding Shares of the
Trust to approve any sale and conveyance of the assets of the Trust. To reduce
the likelihood of greater expenses in a proposed solicitation for the approval
of any sale and conveyance, the Trustees have recommended an amendment that
would allow a majority vote, as opposed to a two-thirds vote, of the
Shareholders to approve such a transaction.

If approved by Shareholders, Article XII, Section 4(b) of the Declaration
would be amended to read as follows:

"(b) The Trustees, with the approval of the holders of a majority of the
outstanding Shares, may by unanimous action sell and convey the assets of
the Trust to another trust or corporation organized under the laws of any
State of the United States, which is an investment company as defined in
the 1940 Act, for an adequate consideration which may include the
assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust and which may include Shares of
beneficial interest or stock of such trust or corporation. Upon making
provision for the payment of all such liabilities, by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds ratably
among the holders of the Shares of the Trust then outstanding."

In the event that the amendment to Article XII, Section 4(b) of the
Declaration is not approved by Shareholders, this Section of the Declaration
will remain as it currently exists and the Board of Trustees will consider what
action, if any, should be taken. Approval requires the affirmative vote of: (a)
67% or more of the Shares of the Trust present at the Special Meeting, if

the holders of more than 50% of the outstanding Shares of the Trust are present
or represented by proxy; or (b) more than 50% of the outstanding Shares of the
Trust, whichever is less.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS APPROVAL
OF THE AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
PERMIT SHAREHOLDERS TO APPROVE ANY PROPOSED SALE AND
CONVEYANCE OF ANY INDIVIDUAL PORTFOLIO OF THE TRUST OR ANY OF THE TRUST'S ASSETS
TO ANOTHER INVESTMENT
COMPANY BY MAJORITY VOTE.

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

APPROVAL OR DISAPPROVAL OF AMENDMENTS TO THE
TRUST'S DECLARATION OF TRUST TO ALLOW THE
TRUSTEES TO LIQUIDATE AND DISSOLVE ANY INDIVIDUAL PORTFOLIO OF THE TRUST OR THE
ENTIRE TRUST WITHOUT
SHAREHOLDER APPROVAL IF THEY DEEM SUCH ACTION TO BE IN
THE BEST INTEREST OF THE SHAREHOLDERS

Shareholders are being asked to approve an amendment to the Declaration to
permit the Trustees to liquidate if they deem such action to be in the best
interest of the Shareholders.

There is currently no plan to liquidate and dissolve the Trust. The
Declaration currently provides that "(s)ubject to a Majority Shareholder Vote,
the Trustees may at any time sell and convert into money all of the assets of
the Trust." This provision of the Declaration enables the Shareholders of the
Trust to terminate the further management of the Trust. The Trustees have
determined that the current provision presents a cumbersome structure under
which the best interest of the Shareholders may not be served. By requiring the
Trustees to solicit a Majority Shareholder Vote by means of a proxy solicitation
and special meeting of the Shareholders, the Declaration greatly hinders the
Trustees' ability to react quickly to market conditions and developments that
may impact the economic viability of maintaining the Trust. By amending the
Declaration, the Trustees will be able to act quickly upon their decision to
sell the assets of the Trust.

The revised Article XII, Section 4(c) shall read as follows:

"The Trustees may at any time sell and convert into money all the assets of
the Trust or any Series or Class without Shareholder approval, unless
otherwise required by applicable law. Upon making provision for the payment
of all outstanding obligations, taxes, and other liabilities, accrued or
contingent, belonging to each Series or Class, the Trustees shall
distribute the remaining assets belonging to each Series or Class ratably
among the holders of the outstanding Shares of that Series or Class."

Risks Associated with Liquidation

Although the Board of Trustees has established its own liquidity
guidelines, as well as following parameters set forth by the Commission, there
can be no assurances that a security will be liquid at the time of sale,
particularly as applied to the liquidity of a Rule 144A Security. As a result,
Shareholders could receive an unfavorable price for their Shares.

Although the Trustees of the Trust may determine that the dissolution and
liquidation is appropriate, the Shareholders should also consider the income tax
effect of the dissolution and liquidation. If a dissolution and liquidation is
commenced, the Shareholders will recognize a gain or loss on their investment
for federal income tax purposes. The liquidation will be treated as a sale or
exchange of Shares. A liquidation may occur at a time that may not meet the tax
planning needs of an individual Shareholder. Any dissolution and liquidation
will occur without further notice to Shareholders and, therefore, the timing of
such liquidation may have a negative impact on the tax planning of a Shareholder
for a particular tax year or may leave a Shareholder with insufficient time in a
tax year to do any additional tax planning. A liquidation could also occur at a
time that leaves the Shareholder with limited options to conduct personal
investment portfolio tax planning. The treatment of the liquidation as a sale or
exchange of Shares may also have a state income tax effect. The taxable effect
to a Shareholder will be in the taxable year in which liquidation occurs.
Shareholders are urged to consult with their tax advisers regarding federal,
state, and local tax issues.

In the event that the amendment to the Declaration to allow the Trustees to
liquidate and dissolve the Trust is not approved by Shareholders, this Section
of the Declaration will remain as it currently exists and the Trustees will
consider what action, if any, should be taken. Approval requires the affirmative
vote of: (a) 67% or more of the Shares of the Trust present at the Special
Meeting, if the holders of more than 50% of the outstanding Shares of the Trust
are present or represented by proxy; or (b) more than 50% of the outstanding
Shares of the Trust, whichever is less.

THE BOARD RECOMMENDS APPROVAL OF THE AMENDMENTS
TO THE TRUST'S DECLARATION OF TRUST TO ALLOW THE
TRUSTEES TO LIQUIDATE AND DISSOLVE THE TRUST WITHOUT
SHAREHOLDER APPROVAL IF THEY DEEM SUCH ACTION TO BE IN
THE BEST INTEREST OF THE SHAREHOLDERS

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

OTHER MATTERS AND DISCRETION
OF ATTORNEYS NAMED IN THE PROXY

While the Special Meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement, the only business
which the Board of Trustees intends to present or knows that others will present
is the business mentioned in the notice of meeting. If any other matters
lawfully come before the Special Meeting, and as to all procedural matters at
the meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the attorneys named therein, or their
substitutes, present and acting at the Special Meeting.

If, at the time any session of the Special Meeting is called to order, a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
Proxy Statement prior to any such adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.

As of June 15, 1995, to the best knowledge of the Trust, there were no
beneficial owners of 5% or more of the outstanding shares of the Trust.

If you do not expect to attend the Special Meeting, please mark, sign, and
date your proxy and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.

By Order of the Trustees

John W. McGonigle
Secretary
June 28, 1995

APPENDIX A

Section 5. Establishment and Designation of Series or Class.

Without limiting the authority of the Trustees set forth in Article XII,
Section 8, inter alia, to establish and designate any additional Series or Class
or to modify the rights and preferences of any existing Series or Class, the
initial Series shall be, and is established and designated as, Federated Growth
Fund.

Shares of any Series or Class established in this Section 5 shall have the
following relative rights and preferences:

(a) Assets belonging to Series or Class. All consideration received by the
Trust for the issue or sale of Shares of a particular Series or Class,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof from
whatever source derived, including, without limitation, any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that Series
or Class for all purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits and proceeds thereof,
from whatever source derived, including, without limitation, any
proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as
"assets belonging to" that Series or Class. In the event that there are
any assets, income, earnings, profits and proceeds thereof, funds or
payments which are not readily identifiable as belonging to any
particular Series or Class (collectively "General Assets"), the Trustees
shall allocate such General Assets to, between or among any one or more
of the Series or Classes established and designated from time to time in
such manner and on such basis as they, in their sole discretion, deem
fair and equitable, and any General Assets so allocated to a particular
Series or Class shall belong to that Series or Class. Each such
allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes.

(b) Liabilities Belonging to Series or Class. The assets belonging to each
particular Series or Class shall be charged with the liabilities of the
Trust, with respect to that Series or Class, and all expenses, costs,
charges and reserves attributable to that Series or Class, and any
general liabilities of the Trust, which are not readily identifiable as
belonging to any particular Series or Class, shall be allocated and
charged by the Trustees to and among any one or more of the Series or
Classes established and designated, from time to time, in such manner
and on such basis as the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges, and reserves so
charged to a Series or Class are herein referred to as "liabilities
belonging to" that Series or Class. Each allocation of liabilities
belonging to a Series or Class by the Trustees shall be conclusive and
binding upon the Shareholders of all Series or Classes for all purposes.

(c) Dividends, Distributions, Redemptions, Repurchases, and
Indemnification. Notwithstanding any other provisions of this
Declaration of Trust, including, without limitation, Article X, no
dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any Series or
Class) with respect to, nor any redemption or repurchase of, the Shares
of any Series or Class shall be effected by the Trust, other than from
the assets belonging to such Series or Class, nor except as specifically
provided in Section 1 of Article XI hereof, shall any Shareholder of any
particular Series or Class otherwise have any right or claim against the
assets belonging to any other Series or Class, except to the extent that
such Shareholder has such a right or claim hereunder as a Shareholder of
such other Series or Class.

(d) Voting. Notwithstanding any of the other provisions of this
Declaration of Trust, including, without limitation, Section 1 of
Article VIII, only Shareholders of a particular Series or Class shall be
entitled to vote on any matters affecting such Series or Class. Except
with respect to matters as to which any particular Series or Class is
affected materially, differently, or as otherwise required by applicable
law, all of the Shares of each Series or Class shall, on matters as to
which such Series or Class is entitled to vote, vote with other Series
or Classes so entitled as a single class. Notwithstanding the foregoing,
with respect to matters which would otherwise be voted on by two or more
Series or Classes as a single class, the Trustees may, in their sole
discretion, submit such matters to the Shareholders of any or all such
Series or Classes, separately.

(e) Fraction. Any fractional Share of a Series or Class shall carry
proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares, and termination of
the Trust or of any Series or Class.

(f) Exchange Privilege. The Trustees shall have the authority to provide
that the holders of Shares of any Series or Class shall have the right
to exchange said Shares for Shares of one or more of the other Series or
Classes in accordance with such requirements and procedures, as may be
established by the Trustees.

(g) Combination of Series or Classes. The Trustees shall have the
authority, without the approval of the Shareholders of any Series or
Class, unless otherwise required by applicable law, to combine the
assets and liabilities belonging to a single Series or Class with the
assets and liabilities of one or more other Series or Classes.

(h) Elimination of Series or Classes. The Trustees shall have the
authority, without the approval of Shareholders of any Series or Class,
unless otherwise required by applicable law, to amend this Declaration
of Trust to abolish that Series or Class and to rescind the
establishment and designation thereof.

CMR506011
314190109
G01158-01(6/95)

FEDERATED GROWTH TRUST - SPECIAL MEETING OF SHAREHOLDERS AUGUST 14, 1995
- -
CUSIP NO. 314190109

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
FEDERATED GROWTH TRUST hereby appoint Gia Albanowski, Patricia F.
Conner, Patricia L. Godlewksi, Suzanne W. Land, and Robert C. Rosselot,
or any one of them, true and lawful attorneys, with power of
substitution of each, to vote all Shares of FEDERATED GROWTH TRUST which
the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on August 14, 1995, at Federated Investors
Tower, Pittsburgh, Pennsylvania, at 2:00 p.m., and at any adjournment
thereof.

Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.

PROPOSAL(S)

1) ELECTION OF THREE NEW TRUSTEES;

2) APPROVAL OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
ALLOW THE TRUSTEES TO MAKE CHANGES TO THE NAME OF THE TRUST WITHOUT
SHAREHOLDER APPROVAL;

3) APPROVAL OF AMENDMENTS TO THE TRUST'S DECLARATION OF TRUST TO ALLOW
THE TRUST TO ESTABLISH AND DESIGNATE SEPARATE SERIES AND CLASSES OF
SHARES;

4) APPROVAL OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
ALLOW A SALE AND CONVEYANCE OF ANY INDIVIDUAL PORTFOLIO OF THE TRUST
OR ANY OF THE TRUST'S ASSETS TO ANOTHER OPEN-END MANAGEMENT
INVESTMENT COMPANY BY MAJORITY VOTE; AND

5) APPROVAL OF AN AMENDMENT TO THE TRUST'S DECLARATION OF TRUST TO
ALLOW THE TRUSTEES TO LIQUIDATE AND DISSOLVE ANY INDIVIDUAL
PORTFOLIO OF THE TRUST OR THE ENTIRE TRUST WITHOUT SHAREHOLDER
APPROVAL IF THEY DEEM SUCH ACTION TO BE IN THE BEST INTEREST OF THE
SHAREHOLDERS.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT
MATTER. The approval of each proposal is not contingent on the approval
of any other matter.

PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. Place the ballot so that the return address,
located on the reverse side of the mail-in-stub, appears through the
window of the envelope.

FEDERATED GROWTH TRUST PROXY VOTING MAIL-IN STUB

RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc.,
please give your full title as such. If a corporation or partnership,
please sign the full name by an authorized officer or partner. If stock
is owned jointly, all parties should sign.

PROPOSAL 1: ELECTION OF TRUSTEES. To with-
hold authority to vote for a nominee, strike
a line through the nominee's name in the list
below:
____ FOR all nominees listed below
____ Vote withheld for all nominees listed
below
____ FOR all nominees listed below (except as
marked to the contrary below)

J.T. Conroy, Jr. P.E. Madden J.E. Murray,
Jr.

PROPOSAL(S)

2) FOR ____ AGAINST ____ ABSTAIN ____

Dated: _______________, 19_ 3) FOR ____ AGAINST ____ ABSTAIN ____

___________________________ 4) FOR ____ AGAINST ____ ABSTAIN ____

___________________________ 5) FOR ____ AGAINST ____ ABSTAIN ____

Signature(s) of Shareholders(s)