FEDERATED GROWTH TRUST/CGF/FED ADV/FEDMGT/FED INV
485BPOS, 1995-07-17
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                                          1933 Act File No. 2-91090
                                          1940 Act File No. 811-4017

                   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.   22                               X

                                 and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

    Amendment No.   18                                              X

                         FEDERATED EQUITY FUNDS
                   (formerly, Federated Growth 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 August 15, 1995 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 December 15, 1994; or
    intends to file the Notice required by that Rule on or about
    ____________; or
    during the most recent fiscal year did not sell any securities
 pursuant to Rule 24f-2 under the Investment Company Act of 1940, and,
 pursuant to Rule 24f-2(b)(2), need not file the Notice.

                                Copy to:

Charles H. Morin, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C.  20037


                          CROSS-REFERENCE SHEET


    This amendment to the Registration Statement of Federated Equity
Funds (formerly, Federated Growth Trust), which is comprised of two
portfolios: (1) Federated Growth Strategies Fund consisting of three
classes of shares, (a) Class A Shares, (b) Class B Shares, and (c) Class
C Shares; and (2) Federated Small Cap Strategies Fund consisting of
three classes of shares, (a) Class A Shares, (b) Class B Shares, and (c)
Class C Shares relates only to Federated Growth Strategies Fund and is
comprised of the following:


PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)

Item 1.     Cover Page                    (1a,1b,1c,2a,2b,2c) Cover Page.
Item 2.     Synopsis                      (1a,1b,1c,2a,2b,2c) Summary of Fund
                                          Expenses.
Item 3.     Condensed Financial
            Information                   (1a,1b,1c) Financial Highlights.
Item 4.     General Description of
            Registrant                    (1a,1b,1c,2a,2b,2c) Synopsis;
                                          (1a,1b,1c,2a,2b,2c) Liberty Family
                                          of Funds; (1a,1b,1c,2a,2b,2c)
                                          Federated LifeTrack Program (Class A
                                          Shares and Class C Shares);
                                          (1a,1b,1c,2a,2b,2c) Investment
                                          Information; (1a,1b,1c,2a,2b,2c)
                                          Investment Objective;
                                          (1a,1b,1c,2a,2b,2c) Investment
                                          Policies; (1a,1b,1c,2a,2b,2c)
                                          Investment Limitations;
                                          (1a,1b,1c,2a,2b,2c) Performance
                                          Information (2a,2b,2c) Equity
                                          Investment Considerations.

Item 5.     Management of the Fund        (1a,1b,1c,2a,2b,2c)Trust
                                          Information; (1a,1b,1c,2a,2b,2c)
                                          Management of the Trust;
                                          (1a,1b,1c,2a,2b,2c) Distribution of
                                          Shares; (1a,1b,1c,2a,2b,2c)
                                          Administration of the Fund;
                                          (1a,1b,1c,2a,2b,2c) Expenses of the
                                          Fund and Class A, Class B, and Class
                                          C Shares; (1a,1b,1c,2a,2b,2c)
                                          Brokerage Transactions.
Item 6.     Capital Stock and Other
            Securities                    (1a,1b,1c,2a,2b,2c) Account and
                                          Share Information;
                                          (1a,1b,1c,2a,2b,2c) Shareholder
                                          Information; (1a,1b,1c,2a,2b,2c)
                                          Voting Rights; (1a,1b,1c,2a,2b,2c)
                                          Massachusetts Partnership Law;
                                          (1a,1b,1c,2a,2b,2c) Tax Information;
                                          (1a,1b,1c,2a,2b,2c) Federal Income
                                          Tax; (1a,1b,1c,2a,2b,2c)
                                          Pennsylvania Corporate and Personal
                                          Property Taxes.
Item 7.     Purchase of Securities Being
            Offered                       (1a,1b,1c,2a,2b,2c) Net Asset Value;
                                          (1a,1b,1c,2a,2b,2c) Investing in the
                                          Fund; (1a,1b,1c,2a,2b,2c) How to
                                          Purchase Shares; (1a,1b,1c,2a,2b,2c)
                                          Investing in Class A Shares;
                                          (1a,1b,1c,2a,2b,2c) Investing in
                                          Class B Shares; (1a,1b,1c,2a,2b,2c)
                                          Investing in Class C Shares;
                                          (1a,1b,1c,2a,2b,2c) Special Purchase
                                          Features; (1a,1b,1c,2a,2b,2c)
                                          Exchange Privilege.
Item 8.     Redemption or Repurchase      (1a,1b,1c,2a,2b,2c) How to Redeem
                                          Shares; (1a,1b,1c,2a,2b,2c) Special
                                          Redemption Features;
                                          (1a,1b,1c,2a,2b,2c) Contingent
                                          Deferred Sales Charge;
                                          (1a,1b,1c,2a,2b,2c) Elimination of
                                          Contingent Deferred Sales Charge.
Item 9.     Pending Legal Proceedings     None.
PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.    Cover Page                    (1a,1b,1c,2a,2b,2c) Cover Page.
Item 11.    Table of Contents             (1a,1b,1c,2a,2b,2c) Table of
                                          Contents.
Item 12.    General Information and
            History                       (1a,1b,1c,2a,2b,2c) General
                                          Information About the Fund;
                                          (1a,1b,1c,2a,2b,2c) About Federated
                                          Investors.
Item 13.    Investment Objectives and
            Policies                      (1a,1b,1c,2a,2b,2c) Investment
                                          Objective and Policies.
Item 14.    Management of the Fund        (1a,1b,1c,2a,2b,2c) Federated Equity
                                          Funds Management.
Item 15.    Control Persons and Principal
            Holders of Securities         (1a,1b,1c,2a,2b,2c) Fund Ownership.
Item 16.    Investment Advisory and Other
            Services                      (1a,1b,1c,2a,2b,2c) Investment
                                          Advisory Services;
                                          (1a,1b,1c,2a,2b,2c) Administrative
                                          Services; (1a,1b,1c,2a,2b,2c)
                                          Transfer Agent and Dividend
                                          Disbursing Agent;
                                          (1a,1b,1c,2a,2b,2c) Distribution
                                          Plan and Shareholder Services
                                          Agreement.
Item 17.    Brokerage Allocation          (1a,1b,1c,2a,2b,2c) Brokerage
                                          Transactions.
Item 18.    Capital Stock and Other
            Securities                    Not applicable.
Item 19.    Purchase, Redemption and
            Pricing of Securities Being
            Offered                       (1a,1b,1c,2a,2b,2c) Purchasing
                                          Shares; (1a,1b,1c,2a,2b,2c)
                                          Determining Net Asset Value;
                                          (1a,1b,1c,2a,2b,2c) Redeeming
                                          Shares; (1a,1b,1c,2a,2b,2c)
                                          Exchanging Securities for Shares.
Item 20.    Tax Status                    (1a,1b,1c,2a,2b,2c) Tax Status.
Item 21.    Underwriters                  Not applicable.
Item 22.    Calculation of Performance
            Data                          (1a,1b,1c,2a,2b,2c) Total Return;
                                          (1a,1b,1c,2a,2b,2c) Yield;
                                          (1a,1b,1c,2a,2b,2c) Performance
                                          Comparisons.
Item 23.    Financial Statements          (1a,1b,1c) Included in Part B.



FEDERATED GROWTH STRATEGIES FUND
(A PORTFOLIO OF FEDERATED EQUITY FUNDS)
(FORMERLY, FEDERATED GROWTH TRUST)
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
COMBINED PROSPECTUS

The shares of Federated Growth Strategies Fund (the "Fund") represent interests
in a diversified portfolio of Federated Equity Funds (the "Trust"), an open-end
management investment company (a mutual fund). The Fund seeks appreciation of
capital by investing primarily in equity securities of companies with prospects
for above-average growth in earnings and dividends, or of companies where
significant fundamental changes are taking place.

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

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

The Fund has also filed a Combined Statement of Additional Information dated
August 15, 1995 with the Securities and Exchange Commission. The information
contained in the Combined Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Combined Statement
of Additional Information, which is in paper form only, or a paper copy of this
prospectus, if you have received the prospectus electronically, free of charge
by calling 1-800-235-4669. To obtain other information or to make inquiries
about the Fund, contact your financial institution.

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 August 15, 1995



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

Summary of Fund Expenses.......................................................1

Financial Highlights...........................................................4

Synopsis.......................................................................5

Liberty Family of Funds........................................................6
  Federated LifeTrack(TM) Program
     (Class A Shares and Class C Shares).......................................7

Investment Information.........................................................8
  Investment Objective.........................................................8
  Investment Policies..........................................................8
  Investment Limitations......................................................11

Net Asset Value...............................................................12

Investing in the Fund.........................................................12

How To Purchase Shares........................................................13
  Investing in Class A Shares.................................................14
  Investing in Class B Shares.................................................16
  Investing in Class C Shares.................................................17
  Special Purchase Features...................................................18

Exchange Privilege............................................................18

How To Redeem Shares..........................................................20

  Special Redemption Features.................................................21
  Contingent Deferred Sales Charge............................................21
  Elimination of Contingent
     Deferred Sales Charge....................................................22

Account and Share Information.................................................23

Trust Information.............................................................24
  Management of the Trust.....................................................24
  Distribution of Shares......................................................25
  Administration of the Fund..................................................27
  Expenses of the Fund and Class A,
     Class B, and Class C Shares..............................................28
  Brokerage Transactions......................................................28

Shareholder Information.......................................................29
  Voting Rights...............................................................29
  Massachusetts Partnership Law...............................................29

Tax Information...............................................................30
  Federal Income Tax..........................................................30
  Pennsylvania Corporate and Personal
     Property Taxes...........................................................30

Performance Information.......................................................31


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

                            SUMMARY OF FUND EXPENSES
                        FEDERATED GROWTH STRATEGIES FUND
<TABLE>
<S>                                                                                                    <C>        <C>
                                                      CLASS A SHARES
                                             SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).....................................      5.50%
Maximum Sales Load 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) (1).....................................................      0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)..............................................       None
Exchange Fee....................................................................................................       None

                                         ANNUAL CLASS A SHARES OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee..................................................................................................      0.75%
12b-1 Fee.......................................................................................................       None
Total Other Expenses............................................................................................      0.31%
    Shareholder Services Fee (after waiver) (2)......................................................      0.09%
         Total Class A Shares Operating Expenses (3)............................................................      1.06%
</TABLE>

(1) Class A Shares purchased with the proceeds of a redemption of shares of an
    unaffiliated investment company purchased or redeemed with a sales load and
    not distributed by Federated Securities Corp. may be charged a contingent
    deferred sales charge of 0.50 of 1% for redemptions made within one full
    year of purchase. See "Contingent Deferred Sales Charge."

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

(3) The Total Class A Shares Operating Expenses in the table above are based on
    expenses expected during the fiscal year ending October 31, 1995. The Total
    Class A Shares Operating Expenses were 0.99% for the fiscal year ended
    October 31, 1994.

    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares will bear,
either directly or indirectly. For more complete descriptions of the various
costs and expenses, see "Investing in Class A Shares" 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..........................................     $70        $87       $110        $177
You would pay the following expenses on the same investment, assuming no
  redemption..............................................................     $65        $87       $110        $177
</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.


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

                            SUMMARY OF FUND EXPENSES
                        FEDERATED GROWTH STRATEGIES FUND
<TABLE>
<S>                                                                                                    <C>        <C>
                                                      CLASS B SHARES
                                             SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).....................................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)..........................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1).....................................................      5.50%
Redemption Fee (as a percentage of amount redeemed, if applicable)..............................................       None
Exchange Fee....................................................................................................       None

                                         ANNUAL CLASS B SHARES OPERATING EXPENSES*
                                     (As a percentage of projected average net assets)
Management Fee..................................................................................................      0.75%
12b-1 Fee.......................................................................................................      0.75%
Total Other Expenses............................................................................................      0.47%
    Shareholder Services Fee.........................................................................      0.25%
         Total Class B Shares Operating Expenses (2)............................................................      1.97%
</TABLE>

(1) The contingent deferred sales charge is 5.50% in the first year declining to
    1.00% in the sixth year and 0.00% thereafter. (See "Contingent Deferred
    Sales Charge.")

(2) Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
    approximately eight years after purchase.

* Total Class B Shares Operating Expenses in the table above are estimated based
  on average expenses expected to be incurred during the period ending October
  31, 1995. During the course of this period, expenses may be more or less than
  the average amount shown.

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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
EXAMPLE                                                                                              1 year     3 years
<S>                                                                                                 <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.......................................................     $77       $106
You would pay the following expenses on the same investment, assuming no redemption...............     $20       $ 62
</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. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR CLASS B SHARES' FISCAL YEAR ENDING
OCTOBER 31, 1995.


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

                            SUMMARY OF FUND EXPENSES
                        FEDERATED GROWTH STRATEGIES FUND
<TABLE>
<S>                                                                                                    <C>        <C>
                                                      CLASS C SHARES
                                             SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).....................................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)..........................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1).....................................................      1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)..............................................       None
Exchange Fee....................................................................................................       None

                                         ANNUAL CLASS C SHARES OPERATING EXPENSES*
                                     (As a percentage of projected average net assets)
Management Fee..................................................................................................      0.75%
12b-1 Fee.......................................................................................................      0.75%
Total Other Expenses............................................................................................      0.47%
    Shareholder Services Fee.........................................................................      0.25%
         Total Class C Shares Operating Expenses................................................................      1.97%
</TABLE>

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

* Total Class C Shares Operating Expenses in the table above are estimated based
  on average expenses expected to be incurred during the period ending October
  31, 1995. During the course of this period, expenses may be more or less than
  the average amount shown.

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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
EXAMPLE                                                                                              1 year     3 years
<S>                                                                                                 <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.......................................................     $30        $62
You would pay the following expenses on the same investment, assuming no redemption...............     $20        $62
</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. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR CLASS C SHARES' FISCAL YEAR ENDING
OCTOBER 31, 1995.


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

                              FINANCIAL HIGHLIGHTS
                        FEDERATED GROWTH STRATEGIES FUND
                    (A PORTFOLIO OF FEDERATED EQUITY FUNDS)
                       (FORMERLY, FEDERATED GROWTH TRUST)
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent Auditors on
page 25 of the Combined Statement of Additional Information. The Financial
Highlights presented below are historical information for shares of Federated
Growth Trust, which were the predecessor to Class A shares of Federated Growth
Strategies Fund.
<TABLE>
<CAPTION>
                                     Six
                                   Months
                               Ended April 30,                                                                      Period Ended
                                    1995                              Year Ended October 31,                         October 31,
                                 (unaudited)       1994       1993       1992       1991       1990       1989         1988(a)
<S>                           <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value, beginning
of period                         $   21.28      $   23.92  $   21.16  $   21.58  $   16.78  $   20.99  $   17.18     $   16.93
- ----------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ----------------------------
 Net investment income                 0.16           0.21       0.20       0.33       0.57       0.75       0.59          0.09
- ----------------------------
 Net realized and unrealized
 gain
 (loss) on investments                 1.63          (2.18)      2.96       0.45       5.97      (2.69)      3.80          1.08
- ----------------------------          -----      ---------  ---------  ---------  ---------  ---------  ---------         -----
 Total from investment
 operations                            1.79          (1.97)      3.16       0.78       6.54      (1.94)      4.39          1.17
- ----------------------------
LESS DISTRIBUTIONS
- ----------------------------
 Distributions from net
 investment income                    (0.17)         (0.19)     (0.23)     (0.33)     (0.61)     (0.79)     (0.52)        (0.15)
- ----------------------------
 Distributions from net
 realized gain on investment
 transactions                         (0.68)         (0.48)     (0.17)     (0.87)     (1.13)     (1.48)     (0.06)        (0.77)
- ----------------------------          -----      ---------  ---------  ---------  ---------  ---------  ---------         -----
 Total distributions                  (0.85)         (0.67)     (0.40)     (1.20)     (1.74)     (2.27)     (0.58)        (0.92)
- ----------------------------          -----      ---------  ---------  ---------  ---------  ---------  ---------         -----
NET ASSET VALUE, END OF
PERIOD                            $   22.22      $   21.28  $   23.92  $   21.16  $   21.58  $   16.78  $   20.99     $   17.18
- ----------------------------          -----      ---------  ---------  ---------  ---------  ---------  ---------         -----
TOTAL RETURN (B)                       8.97%         (8.43%)     15.06%      3.93%     41.54%    (10.41%)     25.87%         6.95%
- ----------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------
 Expense Ratio                         1.09%(c)       0.99%      0.96%      1.01%      1.01%      1.01%      1.01%         1.00%(c)
- ----------------------------
 Net investment income ratio           1.48%(c)       0.89%      0.90%      1.54%      2.88%      4.00%      2.99%         1.30%(c)
- ----------------------------
 Expense waiver/
 reimbursement (d)                        0(c)           0          0          0       0.10%      0.22%      0.14%         0.60%(c)
- ----------------------------
 Net assets, end of period
 (000 omitted)                    $ 244,758      $ 320,630  $ 460,811  $ 391,655  $ 275,561  $ 138,407  $ 134,735     $ 104,146
- ----------------------------
 Portfolio turnover                      67%            59%        57%        46%        54%        67%        79%           24%
- ----------------------------

<CAPTION>
                                    Year Ended May 31,
                                1988       1987       1986
<S>                           <C>        <C>        <C>
Net asset value, beginning
of period                     $   17.67  $   16.03  $   11.66
- ----------------------------
INCOME FROM INVESTMENT
OPERATIONS
- ----------------------------
 Net investment income             0.25       0.28       0.27
- ----------------------------
 Net realized and unrealized
 gain
 (loss) on investments            (0.23)      2.40       4.46
- ----------------------------  ---------  ---------  ---------
 Total from investment
 operations                        0.02       2.68       4.73
- ----------------------------
LESS DISTRIBUTIONS
- ----------------------------
 Distributions from net
 investment income                (0.20)     (0.26)     (0.29)
- ----------------------------
 Distributions from net
 realized gain on investment
 transactions                     (0.56)     (0.78)     (0.07)
- ----------------------------  ---------  ---------  ---------
 Total distributions              (0.76)     (1.04)     (0.36)
- ----------------------------  ---------  ---------  ---------
NET ASSET VALUE, END OF
PERIOD                        $   16.93  $   17.67  $   16.03
- ----------------------------  ---------  ---------  ---------
TOTAL RETURN (B)                   0.50%     17.55%     41.58%
- ----------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------
 Expense Ratio                     1.00%      1.00%      1.00%
- ----------------------------
 Net investment income ratio       1.39%      1.78%      2.35%
- ----------------------------
 Expense waiver/
 reimbursement (d)                 0.15%      0.18%      0.50%
- ----------------------------
 Net assets, end of period
 (000 omitted)                $ 102,395  $ 134,657  $  47,318
- ----------------------------
 Portfolio turnover                  88%        66%        42%
- ----------------------------
</TABLE>

(a) For the five months ended October 31, 1988.
(b) Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.
(c) Computed on an annualized basis.
(d) 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 Fund's performance is contained the Fund's annual
report for the fiscal year ended October 31, 1994, which can be obtained free of
charge.


- --------------------------------------------------------------------------------
                                    SYNOPSIS

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated April 17, 1984. The Trust's address is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Declaration of Trust permits the Trust
to offer separate series of shares of beneficial interest representing interests
in separate portfolios of securities. As of the date of this prospectus, the
Board of Trustees (the "Trustees") has established three classes of shares for
the Fund, known as Class A Shares, Class B Shares, and Class C Shares
(individually and collectively as the context requires, "Shares").

Shares of the Fund are designed for individuals and institutions seeking
appreciation of capital by investing primarily in equity securities of companies
with prospects for above-average growth in earnings and dividends, or of
companies where significant fundamental changes are taking place.

For information on how to purchase Shares of the Fund, please refer to "How to
Purchase Shares." The minimum initial investment for Class A Shares is $500. The
minimum initial investment for Class B Shares and Class C Shares is $1,500.
However, the minimum initial investment for a retirement account in any class is
$50. Subsequent investments in any class must be in amounts of at least $100,
except for retirement plans which must be in amounts of at least $50.

In general, Class A Shares are sold at net asset value plus an applicable sales
load and are redeemed at net asset value. However, a contingent deferred sales
charge is imposed under certain circumstances. For a more complete description,
see "How to Redeem Shares."

Class B Shares are sold at net asset value and are redeemed at net asset value.
However, a contingent deferred sales charge is imposed on certain Shares which
are redeemed within six full years of purchase. See "How to Redeem Shares."

Class C Shares are sold at net asset value. A contingent deferred sales charge
of 1.00% will be charged on assets redeemed within the first 12 months following
purchase. See "How to Redeem Shares."

In addition, the Fund also pays a shareholder services fee at an annual rate not
to exceed 0.25% of average daily net assets.

Additionally, information regarding the exchange privilege offered with respect
to the Fund and certain other funds for which affiliates of Federated Investors
serve as principal underwriter (the "Federated Funds") can be found under
"Exchange Privilege."

Federated Management is the investment adviser (the "Adviser") to the Fund and
receives compensation for its services. The Adviser's address is Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779.

Investors should be aware of the following general observations. The Fund may
make certain investments and employ certain investment techniques that involve
risks, including entering into repurchase agreements, investing in when-issued
securities and put and call options, and lending portfolio securities. These
risks are described under "Investment Policies."

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


- ------------------------------------------------------------------------------
                            LIBERTY FAMILY OF FUNDS

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

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

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

 Federated Bond Fund, providing current income through high-quality corporate
 debt;

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

 International Equity Fund, providing long-term capital growth and income
 through international securities;

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

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

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

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

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

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

 Limited Term Fund, providing a high level of current income consistent with
 minimum fluctuation in principal value through investment grade securities;

 Limited Term Municipal Fund, providing a high level of current income exempt
 from federal regular income tax consistent with the preservation of principal,
 primarily limited to municipal securities;

 Michigan Intermediate Municipal Trust, providing current income exempt from
 federal regular income tax and the personal income taxes imposed by the state
 of Michigan and Michigan municipalities, primarily through Michigan municipal
 securities;

 Pennsylvania Municipal Income Fund, providing current income exempt from
 federal regular income tax and the personal income taxes imposed by the
 Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
 securities;

 Strategic Income Fund, providing a high level of current income, primarily
 through domestic and foreign corporate debt obligations;

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

 World Utility Fund, providing total return primarily through securities issued
 by domestic and foreign companies in the utilities industries.


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

Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.

The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of proven, professional investment advisers.

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

FEDERATED LIFETRACK(TM) PROGRAM (CLASS A SHARES AND CLASS C SHARES)

The Fund is also a member of the Federated LifeTrack(TM) Program sold through
financial representatives. The Federated LifeTrack(TM) Program is an integrated
program of investment options, plan recordkeeping, and consultation services for
401(k) and other participant-directed benefit and savings plans. Under the
Federated LifeTrack(TM) Program, employers or plan trustees may select a group
of investment options to be offered in a plan which also uses the Federated
LifeTrack(TM) Program for recordkeeping and administrative services. Additional
fees are charged to participating plans for these services. As part of the
Federated LifeTrack(TM) Program, exchanges may readily be made between
investment options selected by the employer or a plan trustee. For further
information about participating in the Federated LifeTrack(TM) Program, please
contact an investment professional or the Fund at the address referenced in the
Synopsis of this prospectus.

The other funds participating in the Federated LifeTrack(TM) Program are: 
American
Leaders Fund, Inc., Automated Cash Management Trust, Automated Government Cash
Reserves, Automated Government Money Trust, Automated Treasury Cash Reserves,
Capital Preservation Fund, Federated ARMs Fund, Federated Bond Fund, Federated
GNMA Trust, Federated High Yield Trust, Federated Income Trust, Federated
Managed Aggressive Growth Fund, Federated Managed Growth and Income Fund,
Federated Managed Growth Fund, Federated Managed Income Fund, Federated Max Cap
Fund, Federated Mini Cap Fund, Federated Mid Cap Fund, Federated Short-Term
Income Fund, Federated Stock Trust, Federated U.S. Government Securities Fund
1-3 Years, Federated U.S. Government Securities Fund 2-5 Years, Fortress Utility
Fund, Inc., Fund for U.S. Government Securities, Inc., Intermediate Income Fund,
International Equity Fund, International Income Fund, Liberty Equity Income
Fund, Inc., Liberty High Income Bond Fund, Inc., Liberty Utility Fund, Inc., and
Stock and Bond Fund, Inc.

With respect to Class A Shares, no sales load is imposed on purchases made by
qualified retirement plans with over $1 million invested in funds participating
in the Federated LifeTrack(TM) Program.


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

INVESTMENT OBJECTIVE

The investment objective of the Fund is appreciation of capital. The investment
objective cannot be changed without approval of shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues this investment objective by investing primarily in equity
securities of companies with prospects for above-average growth in earnings and
dividends, or of companies where significant fundamental changes are taking
place. Unless indicated otherwise, the investment policies of the Fund may be
changed by the Board of Trustees without the approval of shareholders.
Shareholders will be notified before any material changes in these policies
become effective.

                             ACCEPTABLE INVESTMENTS

The Fund invests primarily in equity securities of companies selected by the
Adviser on the basis of traditional research techniques, including assessment of
earnings and dividend growth prospects and of the risk and volatility of each
company's business. The Fund generally invests in companies with market
capitalization of $100,000,000 or more. The fundamental changes which the
Adviser will seek to identify in companies include, for example, restructuring
of basic businesses or reallocations of assets which present opportunities for
significant share price appreciation. At times, the Fund will invest in
securities of companies which are deemed by the Adviser to be candidates for
acquisition by other entities as indicated by changes in ownership, changes in
standard price-to-value ratios, and an examination of other standard analytical
indices. The Fund may invest in preferred stocks, corporate bonds, debentures,
notes, warrants, and put and call options on stocks.

                         SECURITIES OF FOREIGN ISSUERS

The Fund may invest in the securities of foreign issuers which are freely traded
on United States securities exchanges or in the over-the-counter market in the
form of depository receipts. Securities of a foreign issuer may present greater
risks in the form of nationalization, confiscation, domestic marketability, or
other national or international restrictions.

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

                             CONVERTIBLE SECURITIES

Convertible securities are fixed income securities which may be exchanged or
converted into a predetermined number of the issuer's underlying common stock at
the option of the holder during a specified time period. Convertible securities
may take the form of convertible preferred stock, convertible bonds or
debentures, units consisting of "usable" bonds and warrants, or a combination of
the features of several of these securities. The investment characteristics of
each convertible security vary widely, which allows convertible securities to be
employed for different investment objectives.

Convertible bonds and convertible preferred stocks are fixed income securities
that generally retain the investment characteristics of fixed income securities
until they have been converted, but also react to movements in the underlying
equity securities. The holder is entitled to receive the fixed income of a bond
or the dividend preference of a preferred stock until the holder elects to
exercise the conversion privilege. Usable bonds are corporate bonds that can be
used, in whole or in part, customarily at full face value, in lieu of cash to
purchase the issuer's common stock. When owned as part of a unit along with
warrants, which are options to buy the common stock, they function as
convertible bonds, except that the warrants generally will expire before the
bond's maturity. Convertible securities are senior to equity securities and,
therefore, have a claim to assets of the corporation prior to the holders of
common stock in the case of liquidation. However, convertible securities are
generally subordinated to similar nonconvertible securities of the same company.
The interest income and dividends from convertible bonds and preferred stocks
provide a stable stream of income with generally higher yields than common
stocks, but lower than nonconvertible securities of similar quality. The Fund
will exchange or convert the convertible securities held in its portfolio into
shares of the underlying common stock in instances in which, in the Adviser's
opinion, the investment characteristics of the underlying common shares will
assist the Fund in achieving its investment objectives. Otherwise, the Fund will
hold or trade the convertible securities. In selecting convertible securities
for the Fund, the Adviser evaluates the investment characteristics of the
convertible security as a fixed income instrument, and the investment potential
of the underlying equity security for capital appreciation. In evaluating these
matters with respect to a particular convertible security, the Adviser considers
numerous factors, including the economic and political outlook, the value of the
security relative to other investment alternatives, trends in the determinants
of the issuer's profits, and the issuer's management capability and practices.

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

                             RESTRICTED SECURITIES

The Fund may acquire securities which are subject to legal or contractual
delays, restrictions, and costs on resale. Because of time limitations, the Fund
might not be able to dispose of these securities at reasonable prices or at
times advantageous to the Fund. The Fund intends to limit the purchase of
restricted securities which have not been determined by the Trustees to be
liquid, together with other securities considered to be illiquid, including
repurchase agreements providing for settlement in more than seven days after
notice, to not more than 15% of its net assets.

                            WHEN-ISSUED AND DELAYED
                             DELIVERY TRANSACTIONS

The Fund may purchase securities on a when-issued or delayed delivery basis.
These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause the Fund 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 purchase prices. Accordingly, the Fund may pay more or
less than the market value of the securities on the settlement date.

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


                             TEMPORARY INVESTMENTS

In such proportions as, in the judgment of its Adviser, prevailing market
conditions warrant, the Fund may, for temporary defensive purposes, invest in:

 short-term money market instruments;

 securities issued and/or guaranteed as to payment of principal and interest by
 the U.S. government, its agencies or instrumentalities; and

 repurchase agreements.

                             REPURCHASE AGREEMENTS

Certain securities in which the Fund 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 Fund and agree at the time of sale to
repurchase them at a mutually agreed upon time and price. To the extent that the
original seller does not repurchase the securities from the Fund, the Fund could
receive less than the repurchase price on any sale of such securities.

                              PUT AND CALL OPTIONS

The Fund may purchase put options on stocks. These options will be used only as
a hedge to attempt to protect securities which the Fund holds against decreases
in value. The Fund may purchase these put options as long as they are listed on
a recognized options exchange and the underlying stocks are held in its
portfolio.

The Fund 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 Fund writes and sells must be listed on a recognized
options exchange. Writing of calls by the Fund is intended to generate income
for the Fund and, thereby, protect against price movements in particular
securities in the Fund's portfolio.

                                     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 which may or may not exist for any particular call or put
option at any specific time. The absence of a liquid secondary market also may
limit the Fund's ability to dispose of the securities underlying an option. The
inability to close options also could have an adverse impact on the Fund's
ability to effectively hedge its portfolio.

                        LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend portfolio securities
on a short-term or a long-term basis, up to one-third of the value of its total
assets to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the 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 lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund 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.


INVESTMENT LIMITATIONS

The Fund will not:

 borrow money directly or through reverse repurchase agreements (arrangements in
 which the Fund 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 Fund may borrow up to one-third of the value of its net
 assets; or

 sell securities short except, under strict limitations, the Fund 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 Fund will not:

 purchase securities of other investment companies, except in open market
 transactions limited to not more than 10% of its total assets, or except as
 part of a merger, consolidation, or other acquisition;

 invest more than 5% of its total assets in securities of issuers that have
 records of less than three years of continuous operations and in equity
 securities of any issuer which are not readily marketable;

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

 invest more than 5% 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 5% of its total assets in warrants.


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

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

The net asset value of each class of Shares of the Fund 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 Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no Shares are
tendered for redemption and no orders to purchase Shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

- --------------------------------------------------------------------------------
                             INVESTING IN THE FUND

The Fund offers investors three classes of Shares that carry sales loads and
contingent deferred sales charges in different forms and amounts and which bear
different levels of expenses.

                                 CLASS A SHARES

An investor who purchases Class A Shares pays a maximum sales load of 5.50% at
the time of purchase. Certain purchases of Class A Shares are not subject to a
sales load. See "Investing in Class A Shares." As a result, Class A Shares are
not subject to any charges when they are redeemed (except for special programs
offered under "Purchases with Proceeds From Redemptions of Unaffiliated
Investment Companies.") Certain purchases of Class A Shares qualify for reduced
sales loads. See "Reducing or Eliminating the Sales Load." Class A Shares have
no conversion feature.

                                 CLASS B SHARES

Class B Shares are sold without an initial sales load, but are subject to a
contingent deferred sales charge of up to 5.50% if redeemed within six full
years following purchase. Class B Shares also bear a 12b-1 fee while Class A
Shares do not bear such a fee. Class B Shares will automatically convert into
Class A Shares, based on relative net asset value, on or around the fifteenth of
the month eight full years after the purchase date. Class B Shares provide an
investor the benefit of putting all of the investor's dollars to work from the
time the investment is made, but (until conversion) will have a expense ratio
and pay lower dividends than Class A Shares due to the 12b-1 fee.

                                 CLASS C SHARES

Class C Shares are sold without an initial sales load, but are subject to a
1.00% contingent deferred sales charge on assets redeemed within the first 12
months following purchase. Class C Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but will have a higher expense ratio and pay lower dividends than Class A
Shares due to the 12b-1 fee. Class C Shares have no conversion feature.

- --------------------------------------------------------------------------------
                             HOW TO PURCHASE SHARES

Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below, either through a
financial institution (such as a bank or broker/dealer which has a sales
agreement with the distributor) or by wire or by check directly to the Fund,
with a minimum initial investment of $500 for Class A Shares and $1,500 for
Class B Shares and Class C Shares. Additional investments can be made for as
little as $100. The minimum initial and subsequent investment for retirement
plans is only $50. (Financial institutions may impose different minimum
investment requirements on their customers.)

In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.


INVESTING IN CLASS A SHARES

Class A Shares are sold at their net asset value next determined after an order
is received, plus a sales load as follows:

<TABLE>
<CAPTION>
                                 SALES LOAD AS       DEALER
                SALES LOAD AS    A PERCENTAGE      CONCESSION
                A PERCENTAGE        OF NET       AS A PERCENTAGE
  AMOUNT OF      OF OFFERING        AMOUNT          OF PUBLIC
 TRANSACTION        PRICE          INVESTED      OFFERING PRICE
<S>            <C>              <C>              <C>
Less than
 $50,000            5.50%            5.82%            5.00%
$50,000 but
 less than
 $100,000           4.50%            4.71%            4.00%
$100,000 but
 less than
 $250,000           3.75%            3.90%            3.25%
$250,000 but
 less than
 $500,000           2.50%            2.56%            2.25%
$500,000 but
 less than
 $1 million         2.00%            2.04%            1.80%
$1 million or
 greater            0.00%            0.00%           0.25%*
</TABLE>

*See sub-section entitled "Dealer Concession."

No sales load is imposed for Class A Shares purchased through bank trust
departments, investment advisers registered under the Investment Advisers Act of
1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or to shareholders designated as Liberty Life Members. However,
investors who purchase Shares through a trust department, investment adviser, or
retirement plan may be charged an additional service fee by the institution.
Additionally, no sales load is imposed for Class A Shares purchased through
"wrap accounts" or similar programs, under which clients pay a fee or fees for
services.

No sales load is imposed on purchases made by retirement plans with over $1
million invested in funds available through the Federated(TM) LifeTrack Program.

                               DEALER CONCESSION

For sales of Class A Shares, a dealer will normally receive up to 90% of the
applicable sales load. Any portion of the sales load which is not paid to a
dealer will be retained by the distributor. However, the distributor may offer
to pay dealers up to 100% of the sales load retained by it. Such payments may
take the form of cash or promotional incentives, such as reimbursement of
certain expenses of qualified employees and their spouses to attend
informational meetings about the Fund or other special events at
recreational-type facilities, or items of material value. In some instances,
these incentives will be made available only to dealers whose employees have
sold or may sell a significant amount of Shares. On purchases of $1 million or
more, the investor pays no sales load; however, the distributor will make twelve
monthly payments to the dealer totaling 0.25% of the public offering price over
the first year following the purchase. Such payments are based on the original
purchase price of Shares outstanding at each month end.

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

Effective as of the date of this prospectus, and until further notice, the
entire amount of the applicable sales load will be reallowed to dealers. In
addition, the distributor will pay dealers additional bonus payments in an
amount equal to 0.50 of 1.00% of the public offering price of Shares sold.

                             SUBACCOUNTING SERVICES

Institutions are encouraged to open single master accounts. However, certain
institutions


may wish to use the transfer agent's subaccounting system to minimize their
internal recordkeeping requirements. The transfer agent charges a fee based on
the level of subaccounting services rendered. Institutions holding Shares in a
fiduciary, agency, custodial, or similar capacity may charge or pass through
subaccounting fees as part of or in addition to normal trust or agency account
fees. They may also charge fees for other services provided which may be related
to the ownership of Shares. This prospectus should, therefore, be read together
with any agreement between the customer and the institution with regard to the
services provided, the fees charged for those services, and any restrictions and
limitations imposed.

                            REDUCING OR ELIMINATING
                                 THE SALES LOAD

The sales load can be reduced or eliminated on the purchase of Class A Shares
through:

 .quantity discounts and accumulated purchases;

 .concurrent purchases;

 .signing a 13-month letter of intent;

 .using the reinvestment privilege; or

 .purchases with proceeds from redemptions of unaffiliated investment company
 shares.

                             QUANTITY DISCOUNTS AND
                             ACCUMULATED PURCHASES

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

If an additional purchase of Class A Shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns Class A Shares having a current value at the public offering price
of $30,000 and he purchases $20,000 more at the current public offering price,
the sales load on the additional purchase according to the schedule now in
effect would be 4.50%, not 5.50%.

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

                              CONCURRENT PURCHASES

For purposes of qualifying for a sales load reduction, a shareholder has the
privilege of combining concurrent purchases of two or more funds in the Liberty
Family of Funds, the purchase price of which includes a sales load. For example,
if a shareholder concurrently invested $30,000 in one of the other funds in the
Liberty Family of Funds with a sales load, and $20,000 in this Fund, the sales
load would be reduced.

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

                                LETTER OF INTENT

If a shareholder intends to purchase at least $50,000 of shares of the funds in
the Liberty Family of Funds (excluding money market funds) over the next 13
months, the sales load may be reduced by signing a letter of intent to


that effect. This letter of intent includes a provision for a sales load
adjustment depending on the amount actually purchased within the 13-month period
and a provision for the custodian to hold up to 5.50% of the total amount
intended to be purchased in escrow (in Shares) until such purchase is completed.

The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales load.

While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales load applicable to
the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Class A Shares of any fund in
the Liberty Family of Funds, excluding money market accounts, will be aggregated
to provide a purchase credit towards fulfillment of the letter of intent. Prior
trade prices will not be adjusted.

                             REINVESTMENT PRIVILEGE

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

                          PURCHASES WITH PROCEEDS FROM
                          REDEMPTIONS OF UNAFFILIATED
                              INVESTMENT COMPANIES

Investors may purchase Class A Shares at net asset value, without a sales load,
with the proceeds from the redemption of shares of an unaffiliated investment
company that were purchased or sold with a sales load or commission and were not
distributed by Federated Securities Corp. The purchase must be made within 60
days of the redemption, and Federated Securities Corp. must be notified by the
investor in writing, or by his financial institution, at the time the purchase
is made. From time to time, the Fund may offer dealers a payment of .50 of 1.00%
for Shares purchased under this program. If Shares are purchased in this manner,
fund purchases will be subject to a contingent deferred sales charge for one
year from the date of purchase. Shareholders will be notified prior to the
implementation of any special offering as described above.

INVESTING IN CLASS B SHARES

Class B Shares are sold at their net asset value next determined after an order
is received. While Class B Shares are sold without an initial sales load, under
certain circumstances described under "Contingent Deferred Sales Charge--Class B
Shares," a contingent deferred sales charge may be applied by the distributor at
the time Class B Shares are redeemed.

                          CONVERSION OF CLASS B SHARES

Class B Shares will automatically convert into Class A Shares on or around the
end of the month eight full years after the purchase date, except as noted
below, and will no longer be subject to a distribution services fee (see
"Distribution of Shares"). Such conversion will be on the basis of the relative
net asset values per share, without the imposition of any sales load, fee, or
other charge. Class B Shares acquired by exchange from Class B Shares of another
fund in the Liberty Family of Funds will convert into Class A Shares based on
the time of the initial purchase. For purposes of conversion to Class A Shares,
Shares purchased through the reinvestment of dividends and distributions paid on
Class B Shares will be considered to be held in a separate sub-account. Each
time any Class B Shares in the shareholder's account (other than those in the
sub-account) convert to Class A Shares, an equal pro rata portion of the Class B
Shares in the sub-account will also convert to Class A Shares. The conversion of
Class B Shares to Class A Shares is subject to the continuing availability of a
ruling from the Internal Revenue Service or an opinion of counsel that such
conversions will not constitute taxable events for federal tax purposes. There
can be no assurance that such ruling or opinion will be available, and the
conversion of Class B Shares to Class A Shares will not occur if such ruling or
opinion is not available. In such event, Class B Shares would continue to be
subject to higher expenses than Class A Shares for an indefinite period.

Orders for $250,000 or more of Class B Shares will automatically be invested in
Class A Shares.

INVESTING IN CLASS C SHARES

Class C Shares are sold at net asset value next determined after an order is
received. A contingent deferred sales charge of 1.00% will be charged on assets
redeemed within the first full 12 months following purchase. For a complete
description of this charge, see "Contingent Deferred Sales Charge--Class C
Shares."

               PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION

An investor may call his financial institution (such as a bank or an investment
dealer) to place an order to purchase Shares. Orders placed through a financial
institution are considered received when the Fund is notified of the purchase
order or when payment is converted into federal funds. Purchase orders through a
registered broker/dealer must be received by the broker before 4:00 p.m.
(Eastern time) and must be transmitted by the broker to the Fund before 5:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price.
Purchase orders through other financial institutions must be received by the
financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
time) in order for Shares to be purchased at that day's price. It is the
financial institution's responsibility to transmit orders promptly. Financial
institutions may charge additional fees for their services.

The financial institution which maintains investor accounts in Class B Shares or
Class C Shares with the Fund must do so on a fully disclosed basis unless it
accounts for share ownership periods used in calculating the contingent deferred
sales charge (see "Contingent Deferred Sales Charge"). In addition, advance
payments made to financial institutions may be subject to reclaim by the
distributor for accounts transferred to financial institutions which do not
maintain investor accounts on a fully disclosed basis and do not account for
share ownership periods.

                           PURCHASING SHARES BY WIRE

Once an account has been established, Shares may be purchased by wire by calling
the Fund. All information needed will be taken over the telephone, and the order
is considered received immediately. Payment for purchases which are subject to a
sales load must be received within three business days following the order.
Payment for purchases on which no sales load is imposed 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: State Street Bank and Trust Company, Boston,
Massachusetts; Attn: EDGEWIRE; For Credit to: (Fund Name) (Fund Class); (Fund
Number); Account Number; Trade Date and Order Number; Group Number or Dealer
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.

                           PURCHASING SHARES BY CHECK

Once an account has been established, Shares may be purchased by sending a check
made payable to the name of the Fund (designate class of Shares and account
number) to: Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received).

SPECIAL PURCHASE FEATURES

                         SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
an Automated Clearing House ("ACH") member and invested in the Fund at the net
asset value next determined after an order is received by the Fund, plus the
sales load, if applicable. Shareholders should contact their financial
institution or the Fund to participate in this program.

                                RETIREMENT PLANS

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

- --------------------------------------------------------------------------------
                               EXCHANGE PRIVILEGE

                                 CLASS A SHARES

Class A shareholders may exchange all or some of their Shares for Class A Shares
of other funds in the Liberty Family of Funds at net asset value. Neither the
Fund nor any of the funds in the Liberty Family of Funds imposes any additional
fees on exchanges. Participants in a retirement plan under the Federated
LifeTrack(TM) Program may exchange all or some of their Shares for Class A
Shares of other funds offered under the plan at net asset value.

                                 CLASS B SHARES

Class B shareholders may exchange all or some of their Shares for Class B Shares
of other funds in the Liberty Family of Funds. (Not all funds in the Liberty
Family of Funds currently offer Class B Shares. Contact your financial
institution regarding the availability of other Class B Shares in the Liberty
Family of Funds.) Exchanges are made at net asset value without being assessed a
contingent deferred sales charge on the exchanged Shares. To the extent that a
shareholder exchanges Shares for Class B Shares in other funds in the Liberty
Family of Funds, the time for which the exchanged-for Shares are to be held will
be added to the time for which exchanged-from Shares were held for purposes of
satisfying the applicable holding period. For more information, see "Contingent
Deferred Sales Charge."

                                 CLASS C SHARES

Class C shareholders may exchange all or some of their Shares for Class C Shares
in other funds in the Liberty Family of Funds at net asset value without a
contingent deferred sales charge. (Not all funds in the Liberty Family of Funds
currently offer Class C Shares. Contact your financial institution regarding the
availability of other Class C Shares in the Liberty Family of Funds.)
Participants in a retirement plan under the Program may exchange some or all of
their Shares for Class C Shares of other funds offered under their plan at net
asset value without a contingent deferred sales charge. To the extent that a
shareholder exchanges Shares for Class C Shares in other funds in the Liberty
Family of Funds, the time for which the exchanged-for Shares are to be held will
be added to the time for which exchanged-from Shares were held for purposes of
satisfying the applicable holding period. For more information, see "Contingent
Deferred Sales Charge."

                           REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.

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

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

                                TAX CONSEQUENCES

An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a capital gain or loss may be
realized.

                               MAKING AN EXCHANGE

Instructions for exchanges for the Liberty Family of Funds may be given in
writing or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Fund may have difficulty in making exchanges by telephone
through brokers and other financial institutions during times of drastic
economic or market changes. If a shareholder cannot contact his broker or
financial institution by telephone, it is recommended that an exchange request
be made in writing and sent by overnight mail to Federated Services Company, 500
Victory Road--2nd Floor, Quincy, Massachusetts 02171.

Instructions for exchanges for retirement plans participating in the Federated
LifeTrack(TM) Program should be given to the plan administrator.

                             TELEPHONE INSTRUCTIONS

Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a fund will begin receiving dividends the
following business day. This privilege may be modified or terminated at any
time.


- --------------------------------------------------------------------------------
                              HOW TO REDEEM SHARES

Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests must be received in proper form and can be made
as described below. Redemptions of Shares held through retirement plans
participating in the Federated LifeTrack(TM) Program will be governed by the
requirements of the respective plans.

                           REDEEMING SHARES THROUGH A
                             FINANCIAL INSTITUTION

Shares of the Fund may be redeemed by calling your financial institution to
request the redemption. Shares will be redeemed at the net asset value, less any
applicable contingent deferred sales charge next determined after the Fund
receives the redemption request from the financial institution. Redemption
requests through a registered broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. Redemption requests through other financial institutions
(such as banks) must be received by the financial institution and transmitted to
the Fund before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. The financial institution is responsible for
promptly submitting redemption requests and providing proper written redemption
instructions. Customary fees and commissions may be charged by the financial
institution for this service.

                         REDEEMING SHARES BY TELEPHONE

Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly

completed authorization form. These forms can be obtained from Federated
Securities Corp. Proceeds will be mailed in the form of a check, to the
shareholder's address of record or by wire transfer to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System.
The minimum amount for a wire transfer is $1,000. Proceeds from redeemed Shares
purchased by check or through ACH will not be wired until that method of payment
has cleared.

Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, 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
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.

                            REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to: Federated
Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston, Massachusetts
02266-8600.

The written request should state: Fund Name and the Class designation; the
account name as registered with the Fund; 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. It is recommended
that any share certificates be sent by registered or certified mail with the
written request.

If you are requesting a redemption of any amount to be sent to an address other
than that on record with the Fund, or a redemption payable to a third party,
then all signatures appearing on the written request must be guaranteed by a
bank which is a member of the Federal Deposit Insurance Corporation, a trust
company, a member firm of a domestic stock exchange, or any other "eligible
guarantor institution," as defined by the Securities and Exchange Act of 1934,
as amended. The Fund does not accept signatures guaranteed by a notary public.

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

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

SPECIAL REDEMPTION FEATURES

                         SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder.

Depending upon the amount of the withdrawal payments, the amount of dividends
paid and capital gains distributions with respect to Shares, and the fluctuation
of the net asset value of Shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
his financial institution. Due to the fact that Class A Shares are sold with a
sales load, it is not advisable for shareholders to continue to purchase Class A
Shares while participating in this program. A contingent deferred sales charge
may be imposed on Class B Shares and Class C Shares.

CONTINGENT DEFERRED SALES CHARGE

Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:

                                 CLASS A SHARES

Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of Shares of an unaffiliated investment company purchased or
redeemed with a sales load and not distributed by Federated Securities Corp. may
be charged a contingent deferred sales charge of .50 of 1.00% for redemptions
made within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption.

                                 CLASS B SHARES

Shareholders redeeming Class B Shares from their Fund accounts within six full
years of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption in accordance with the following schedule:

<TABLE>
<CAPTION>
                                           CONTINGENT
          YEAR OF REDEMPTION                DEFERRED
            AFTER PURCHASE                SALES CHARGE
<S>                                     <C>
First                                            5.50%
Second                                           4.75%
Third                                               4%
Fourth                                              3%
Fifth                                               2%
Sixth                                               1%
Seventh and thereafter                              0%
</TABLE>

                                 CLASS C SHARES

Shareholders redeeming Class C Shares from their Fund accounts within one full
year of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor of 1.00%. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of redemption. No contingent deferred sales charge
will be charged for redemptions of Class C Shares from the Federated
LifeTrack(TM) Program.

                      CLASS A SHARES, CLASS B SHARES, AND
                                 CLASS C SHARES

The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than six
full years from the date of purchase with respect to Class B Shares and one full
year from the date of purchase with respect to Class C Shares and applicable
Class A Shares. Redemptions will be processed in a manner intended to maximize
the amount of redemption which will not be subject to a contingent deferred
sales charge. In computing the amount of the applicable contingent deferred
sales charge, redemptions are deemed to have occurred in the following order:
(1) Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Shares held for more than six full years from the date of purchase
with respect to Class B Shares and one full year from the date of purchase with
respect to Class C Shares and applicable Class A Shares; (3) Shares held for
fewer than six years with respect to Class B Shares and one full year from the
date of purchase with respect to Class C Shares and applicable Class A Shares on
a first-in, first-out basis. A contingent deferred sales charge is not assessed
in connection with an exchange of Fund Shares for Shares of other funds in the
Liberty Family of Funds in the same class (see "Exchange Privilege"). Any
contingent deferred sales charge imposed at the time the exchanged-for Shares
are redeemed is calculated as if the shareholder had held the Shares from the
date on which he became a shareholder of the exchanged-from Shares. Moreover,
the contingent deferred sales charge will be eliminated with respect to certain
redemptions (see "Elimination of Contingent Deferred Sales Charge").

ELIMINATION OF CONTINGENT
DEFERRED SALES CHARGE

A contingent deferred sales charge will not be charged in connection with
exchanges of Shares for Class A Shares in other Liberty Family Funds or
Federated LifeTrack(TM) Program funds or redemptions from the Federated
LifeTrack(TM) Program.

The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended, of
a shareholder; (2) redemptions representing minimum required distributions from
an Individual Retirement Account or other retirement plan to a shareholder who
has attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Trustees, employees and sales representatives of the Fund, the
distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments
were advanced for purchases made through such entities. The Trustees reserve the
right to discontinue elimination of the contingent deferred sales charge.
Shareholders will be notified of such elimination. Any Shares purchased prior to
the termination of such waiver would have the contingent deferred sales charge
eliminated as provided in the Fund's prospectus at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent deferred sales charge, the shareholder must notify Federated
Securities Corp. or the transfer agent in writing that he is entitled to such
elimination.

- --------------------------------------------------------------------------------
                               ACCOUNT AND SHARE
                                  INFORMATION

                         CERTIFICATES AND CONFIRMATIONS

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

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

                                   DIVIDENDS

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

                                 CAPITAL GAINS

Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.

                           ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the Class A Share required
minimum value of $500 or the required minimum value of $1,500 for Class B Shares
and Class C Shares. This requirement does not apply, however, if the balance
falls below the required minimum value because of changes in the net asset value
of the respective Share Class. 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.

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

MANAGEMENT OF THE TRUST

                               BOARD OF TRUSTEES

The Fund 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. An Executive Committee of the Board
of Trustees handles the Board's responsibilities between meetings of the Board.

                               INVESTMENT ADVISER

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

                                 ADVISORY FEES

The Adviser receives an annual investment advisory fee equal to 0.75 of 1% of
the Fund's average daily net assets. The fee paid by the Fund, while higher than
the advisory fee paid by other mutual funds in general, is comparable to fees
paid by other mutual funds with similar objectives and policies. Under the
investment advisory contract, which provides for the voluntary waiver of the
advisory fee by the Adviser, the Adviser may voluntarily waive some or all of
its fee. This does not include reimbursement to the Fund of any expenses
incurred by shareholders who use the transfer agent's subaccounting facilities.
The Adviser can terminate this voluntary waiver at any time in its sole
discretion. The Adviser has also undertaken to reimburse the Fund for operating
expenses in excess of limitations established by certain states.

                              ADVISER'S BACKGROUND

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

Federated Management and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $72 billion invested across more than 260 funds
under management and/or administration by its subsidiaries, as of December 31,
1994, Federated Investors is one of the largest mutual fund investment managers
in the United States. With more than 1,750 employees, Federated continues to be
led by the management who founded the company in 1955. Federated funds are
presently at work in and through 4,000 financial institutions nationwide. More
than 100,000 investment professionals have selected Federated funds for their
clients.

Peter R. Anderson has been the Fund's co-portfolio manager since August 1994.
Mr. Anderson joined Federated Investors in 1972 as, and is presently, a Senior
Vice President of the Fund's investment adviser. Mr. Anderson is a Chartered
Financial Analyst and received his M.B.A. in Finance from the University of
Wisconsin.

James E. Grefenstette has been the Fund's co-portfolio manager since December
1994. Mr. Grefenstette joined Federated Investors in 1992 and has been an
Assistant Vice President of the Fund's investment adviser since October 1994.
Mr. Grefenstette served as an investment analyst of the Adviser from 1992 to
1994. Mr. Grefenstette served as a credit analyst at Westinghouse Credit
Corporation from 1990 until 1992, and served as a bond trader and an Investment
Officer at Pittsburgh National Bank from 1987 to 1990. Mr. Grefenstette received
his M.S.I.A. from Carnegie Mellon University.

Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund'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 Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Trustees,
and could result in severe penalties.

DISTRIBUTION OF SHARES

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

The distributor may offer to pay financial institutions an amount equal to 1% of
the net asset value of Class C Shares purchased by their clients or customers at
the time of purchase (except for participants in the Federated LifeTrack(TM)
Program). These payments will be made directly by the distributor from its
assets, and will not be made from assets of the Fund. Financial institutions may
elect to waive the initial payment described above; such waiver will result in
the waiver by the Fund of the otherwise applicable contingent deferred sales
charge.

The distributor will pay dealers an amount equal to 5.5% of the net asset value
of Class B Shares purchased by their clients or customers. These payments will
be made directly by the distributor from its assets, and will not be made from
the assets of the Fund. Dealers may voluntarily waive receipt of all or any
portion of these payments. The distributor may pay a portion of the distribution
fee discussed below to financial institutions that waive all or any portion of
the advance payments.

   DISTRIBUTION PLAN (CLASS B SHARES AND CLASS C SHARES ONLY) AND SHAREHOLDER
                                    SERVICES

Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), Class B Shares and Class C Shares will pay a
fee to the distributor in an amount computed at an annual rate of .75% of the
average daily net assets of each class of Shares to finance any activity which
is principally intended to result in the sale of Shares subject to the
Distribution Plan. For Class C Shares, the distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers. With respect to Class
B Shares, because distribution fees to be paid by the Fund to the distributor
may not exceed an annual rate of .75% of each class of Shares' average daily net
assets, it will take the distributor a number of years to recoup the expenses it
has incurred for its sales services and distribution-related support services
pursuant to the Plan.

The Distribution Plan is a compensation type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of Class A Shares, Class B Shares, and Class C Shares to obtain certain personal
services for shareholders and for the maintenance of shareholder accounts
("Shareholder Services"). 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 Fund and Federated Shareholder
Services.

In addition to payments made pursuant to the Distribution Plan and Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of sales services, distribution-related support
services, or shareholder services.


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

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.

                    OTHER PAYMENTS TO FINANCIAL INSTITUTIONS

Federated Securities Corp. will pay financial institutions, at the time of
purchase of Class A Shares, an amount equal to .50 of 1% of the net asset value
of Class A Shares purchased by their clients or customers under the Federated
LifeTrack(TM) Program or by certain qualified plans as approved by Federated
Securities Corp. (Such payments are subject to a reclaim from the financial
institution should the assets leave the program within 12 months after
purchase.)

Furthermore, with respect to Class A Shares, Class B Shares, and Class C Shares,
the distributor may offer to pay a fee from its own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. 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
Fund. 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 Fund's investment adviser or its
affiliates.

ADMINISTRATION OF THE FUND

                            ADMINISTRATIVE SERVICES

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Administrative
Services provides these at an annual rate which relates to the average aggregate
daily net assets of all Federated Funds as specified below:

<TABLE>
<CAPTION>
     MAXIMUM              AVERAGE AGGREGATE
  ADMINISTRATIVE          DAILY NET ASSETS
       FEE             OF THE FEDERATED FUNDS
<C>                 <S>
    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 Administrative Services may choose voluntarily to waive a portion of
its fee.

                                   CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8600, Boston, Massachusetts
02266-8600, is custodian for the securities and cash of the Fund.

                          TRANSFER AGENT AND DIVIDEND
                                DISBURSING AGENT

Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600, is
transfer agent for the Shares of the Fund, and dividend disbursing agent for the
Fund.


                              INDEPENDENT AUDITORS

The independent auditors for the Fund are Ernst & Young LLP, One Oxford Centre,
Pittsburgh, Pennsylvania 15219.

EXPENSES OF THE FUND AND CLASS A, CLASS B, AND CLASS C SHARES

Holders of Class A, Class B, and Class C Shares pay their allocable portion of
Trust and Fund expenses.

The Trust expenses for which holders of Class A, Class B, and Class C Shares 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 from time to time.

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

At present, the only expenses which are allocated specifically to Class A, Class
B, and Class C Shares as classes are expenses under the Trust's Distribution
Plan and fees for Shareholder Services. However, the Trustees reserve the right
to allocate certain other expenses to holders of Class A, Class B and Class C
Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Class A, Class B, and Class C
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 to state securities commissions; expenses related to administrative
personnel and services as required to support holders of Class A, Class B, and
Class C Shares; legal fees relating solely to Class A, Class B, or Class C
Shares; and Trustees' fees incurred as a result of issues related solely to
Class A, Class B, or Class C Shares.

BROKERAGE TRANSACTIONS

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


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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All Shares of each Fund or
class in the Trust have equal voting rights, except that in matters affecting
only a particular Fund or class, only Shares of that Fund or class are entitled
to 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 or the Fund'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 of all series entitled to vote.

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.

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.

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

FEDERAL INCOME TAX

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

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

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

PENNSYLVANIA CORPORATE AND
PERSONAL PROPERTY TAXES

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

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

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

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


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

From time to time, the Fund advertises its total return and yield for each class
of Shares.

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

The yield of each class of Shares is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by each class of Shares over a thirty-day period by the maximum offering price
per share of each class 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 each class of Shares and, therefore, may not correlate
to the dividends or other distributions paid to shareholders.

The performance information reflects the effect of non-recurring charges, such
as the maximum sales load or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.

Total return and yield will be calculated separately for Class A Shares, Class B
Shares, and Class C Shares. Expense differences among Class A Shares, Class B
Shares, and Class C Shares may affect the performance of each class.

From time to time, advertisements for Class A Shares, Class B Shares, and Class
C Shares of the Fund may refer to ratings, rankings, and other information in
certain financial publications and/or compare the performance of Class A Shares,
Class B Shares, and Class C Shares to certain indices.


                                        FEDERATED GROWTH
                                        STRATEGIES FUND
                                        (A PORTFOLIO OF FEDERATED EQUITY FUNDS)
                                        (FORMERLY, FEDERATED GROWTH TRUST)
                                        CLASS A SHARES, CLASS B SHARES,
                                        CLASS C SHARES
                                        COMBINED PROSPECTUS

                                        An Open-End, Diversified
                                        Management Investment Company

                                        August 15, 1995


[LOGO]
       FEDERATED SECURITIES CORP.
      ---------------------------------------------
      Distributor
      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779
      Cusip 314190109
      G01228-01 (8/95)




                        FEDERATED GROWTH STRATEGIES FUND
                    (A PORTFOLIO OF FEDERATED EQUITY FUNDS)
                       (FORMERLY, FEDERATED GROWTH TRUST)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION

     This Combined Statement of Additional Information should be read with
     the combined prospectus for Federated Growth Strategies Fund (the
     "Fund") dated August 15, 1995. This Statement is not a prospectus
     itself. To receive a copy of the prospectus, write or call the Fund.

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated August 15, 1995

[LOGO]       FEDERATED SECURITIES CORP.
             ---------------------------------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS


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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Types of Investments                                                         1
  Temporary Investments                                                        1
  When-Issued and Delayed Delivery Transactions                                2
  Lending of Portfolio Securities                                              2
  Repurchase Agreements                                                        2
  Reverse Repurchase Agreements                                                2
  Portfolio Turnover                                                           3
  Investment Limitations                                                       3

FEDERATED EQUITY FUNDS MANAGEMENT                                              5
- ---------------------------------------------------------------

  Fund Ownership                                                               9
  Trustees' Compensation                                                       9
  Trustee Liability                                                           10

INVESTMENT ADVISORY SERVICES                                                  10
- ---------------------------------------------------------------

  Adviser to the Fund                                                         10
  Advisory Fees                                                               10
  Other Related Services                                                      11

ADMINISTRATIVE SERVICES                                                       11
- ---------------------------------------------------------------

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT                                  11
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                        11
- ---------------------------------------------------------------

PURCHASING SHARES                                                             11
- ---------------------------------------------------------------

  Distribution Plan (Class B Shares and
     Class C Shares Only) and Shareholder
     Services Agreement                                                       12

  Conversion to Federal Funds                                                 12
  Purchases by Sales Representatives, Trustees,
     and Employees of the Fund                                                12

DETERMINING NET ASSET VALUE                                                   12
- ---------------------------------------------------------------

  Determining Market Value of Securities                                      12

REDEEMING SHARES                                                              13
- ---------------------------------------------------------------

  Redemption in Kind                                                          13

EXCHANGING SECURITIES FOR SHARES                                              13
- ---------------------------------------------------------------

  Tax Consequences                                                            13

TAX STATUS                                                                    13
- ---------------------------------------------------------------

  The Fund's Tax Status                                                       13
  Shareholders' Tax Status                                                    13

TOTAL RETURN                                                                  14
- ---------------------------------------------------------------

YIELD                                                                         14
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       14
- ---------------------------------------------------------------

ABOUT FEDERATED INVESTORS                                                     16
- ---------------------------------------------------------------

  Mutual Fund Market                                                          16
  Institutional                                                               16
  Trust Organizations                                                         16
  Broker/Dealers and Bank Broker/Dealer
     Subsidiaries                                                             16

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

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS                                                          25
- ---------------------------------------------------------------



GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

The Fund is a portfolio of Federated Equity Funds (the "Trust"). The Trust was
established as a Massachusetts business trust under a Declaration of Trust dated
April 17, 1984. The Declaration of Trust permits the Trust to offer separate
series and classes of shares. Shares of the Fund are offered in three classes
known as Class A Shares, Class B Shares, and Class C Shares (individually and
collectively referred to as "Shares" as the context may require). This Combined
Statement of Additional Information relates to all three classes of Shares.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is appreciation of capital. The Fund pursues
this investment objective by investing primarily in equity securities of
companies with prospects for above-average growth in earnings and dividends, or
of companies where significant fundamental changes are taking place. The
investment objective cannot be changed without approval of shareholders.

TYPES OF INVESTMENTS

The Fund may invest in common stocks, preferred stocks, corporate bonds,
debentures, notes, warrants, and put options on stocks.

     CORPORATE DEBT SECURITIES

       Corporate debt securities may bear fixed, fixed and contingent, or
       variable 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 (where corporate debt securities and common stock are offered
       as a unit).

     RESTRICTED SECURITIES

       The Fund 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.

     PUT AND CALL OPTIONS

       The Fund may purchase listed put options on stocks or write covered call
       options to protect against price movements in particular securities in
       its portfolio and generate income. A put option gives the Fund, 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 Fund has the obligation upon exercise of the option
       during the option period to deliver the underlying security upon payment
       of the exercise price.

       The Fund 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 Fund will maintain its positions in
       securities, option rights, and segregated cash subject to puts and calls
       until the options are exercised, closed, or expire. 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 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 Fund reserves the
       right to hedge the portfolio by buying financial futures and put options
       on stock index futures and financial futures.

       However, the Fund will not engage in these transactions until (1) an
       amendment to its Registration Statement is filed with the 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.

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments from time to time for
defensive purposes.

     MONEY MARKET INSTRUMENTS

       The Fund may invest in the following money market instruments:

       .instruments of domestic and foreign banks and savings and loans if they
        have capital, surplus, and undivided profits of over $100,000,000, or if
        the principal amount of the instrument is insured in full by the Bank
        Insurance Fund, which is administered by the Federal Deposit Insurance
        Corporation ("FDIC"), or the Savings Association Insurance Fund, which
        is administered by the FDIC; and

       .prime commercial paper (rated A-1 by Standard and Poor's Ratings Group,
        Prime-1 by Moody's Investors Service, Inc., or F-1 by Fitch Investors
        Service, Inc).

     U.S. GOVERNMENT OBLIGATIONS

       The types of U.S. government obligations in which the Fund may invest
       generally include direct obligations of the U.S. Treasury (such as U.S.
       Treasury bills, notes, and bonds) and obligations issued or guaranteed by
       U.S. government agencies or instrumentalities. These securities are
       backed by:

       .the full faith and credit of the U.S. Treasury;

       .the issuer's right to borrow from the U.S. Treasury;

       .the discretionary authority of the U.S. government to purchase certain
        obligations of agencies or instrumentalities; or

       .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:

       .Federal Farm Credit Banks;

       .Federal Home Loan Banks;

       .Federal National Mortgage Association;

       .Student Loan Marketing Association; and

       .Federal Home Loan Mortgage Corporation.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund 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.

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund 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 Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund 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 Fund 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.

REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily. In
the event that such a defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the Fund
and allow retention or disposition of such securities. The Fund will only enter
into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are found by the Fund's investment
adviser to be creditworthy pursuant to guidelines established by the Board of
Trustees (the "Trustees").

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
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 Fund 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 Fund 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
Fund will be able to avoid selling portfolio instruments at a disadvantageous
time.

When effecting reverse repurchase agreements, liquid assets of the Fund, 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.

PORTFOLIO TURNOVER

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

The Fund 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 Fund's investment objective. For the fiscal years ended October 31, 1994,
and 1993, the portfolio turnover rates were 59% and 57%, respectively.

INVESTMENT LIMITATIONS

     CONCENTRATION OF INVESTMENTS

       The Fund will not purchase securities if, as a result of such purchase,
       25% or more of the value of its total assets would be invested in any one
       industry. However, the Fund may at times invest 25% or more 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 repurchase agreements secured by such
       instruments.

     INVESTING IN COMMODITIES

       The Fund will not purchase or sell commodities. The Fund reserves the
       right to purchase financial futures and put options on stock index
       futures and on financial futures.

     INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate, although it may 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 Fund will not purchase any securities on margin but may obtain such
       short-term credits as may be necessary for the clearance of transactions
       and may make margin payments in connection with buying financial futures,
       put options on stock index futures, and put options on financial futures.

     SELLING SHORT

       The Fund will not sell securities short unless at all times when a short
       position is open, it owns an equal amount of such securities or
       securities convertible into or exchangeable, without payment of any
       further consideration, for securities of the same issuer as, and equal in
       amount to, the securities sold short; and unless not more than 10% of the
       value of the Fund's net assets (taken at current value) is held as
       collateral for such sales at any one time.

     ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities, except as permitted by its
       investment objective and policies, and except that the Fund may borrow
       money and engage in reverse repurchase agreements only in amounts up to
       one-third of the value of its net assets, including the amounts borrowed.
       The Fund will not borrow money or engage in reverse repurchase agreements
       for investment leverage, but rather as a temporary, extraordinary, or
       emergency measure, or to facilitate management of the portfolio by
       enabling the Fund to meet redemption requests where the liquidation of
       portfolio securities is deemed to be inconvenient or disadvantageous. The
       Fund will not purchase any securities while any such borrowings
       (including reverse repurchase agreements) are outstanding.


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

     LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets except portfolio securities.
       This shall not prevent the purchase or holding of corporate or government
       bonds, debentures, notes, certificates of indebtedness, or other debt
       securities of an issuer, repurchase agreements, or other transactions
       which are permitted by the Fund's investment objective and policies or
       Declaration of Trust.

     UNDERWRITING

       The Fund 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 Fund 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.

     DIVERSIFICATION OF INVESTMENTS

       The Fund will not purchase the securities of any issuer (other than
       securities of 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 or acquire more
       than 10% of any class of voting securities of any issuer. For these
       purposes, the Fund takes all common stock and all preferred stock of an
       issuer each as a single class, regardless of priorities, series,
       designations, or other differences.

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.

     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

       The Fund will not purchase securities of other investment companies,
       except by purchases in the open market involving only customary brokerage
       commissions and as a result of which not more than 10% of the value of
       its total assets would be invested in such securities, or except as part
       of a merger, consolidation, or other acquisition. (It should be noted
       that investment companies incur certain expenses such as management fees
       and, therefore, any investment by the Fund in shares of another
       investment company would be subject to such duplicate expenses.)

     INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 15% of the value of its net assets in
       illiquid securities, including repurchase agreements providing for
       settlement in more than seven days after notice and certain restricted
       securities not determined by the Trustees to be liquid.

     INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       securities of issuers which have records of less than three years of
       continuous operations, including the operation of any predecessor.

     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
     THE TRUST

       The Fund will not purchase or retain the securities of any issuer if the
       officers and Trustees of the Trust or the Fund's 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.

     PLEDGING ASSETS

       The Fund will not mortgage, pledge, or hypothecate any assets, except to
       secure permitted borrowings. In those cases, it may pledge assets having
       a market value not exceeding the lesser of the dollar amounts borrowed or
       10% of the value of total assets at the time of the borrowing.

     PURCHASING PUT OPTIONS

       The Fund will not purchase put options on securities unless the
       securities are held in the Fund's portfolio and not more than 5% of the
       value of the Fund's total assets would be invested in premiums on open
       put options.


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

     WRITING COVERED CALL OPTIONS

       The Fund will not write call options on securities unless the securities
       are held in the Fund's portfolio or unless the Fund is entitled to them
       in deliverable form without further payment or after segregating cash in
       the amount of any further payment.

     ACQUIRING SECURITIES

       The Fund will not purchase securities of a company for the purpose of
       exercising control or management. However, the Fund 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 Fund. In
       addition, the Fund, other companies advised by the Fund'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 such cases, the Fund and its
       affiliates might collectively be considered to be in control of such
       company. In some cases, Trustees and other persons associated with the
       Fund and its affiliates might possibly become directors of companies in
       which the Fund holds stock.

     INVESTING IN WARRANTS

       The Fund will not invest more than 5% of the value of its total assets in
       warrants. No more than 2% of this 5% may be warrants which are not listed
       on the New York or American Stock Exchanges. Warrants acquired in units
       or attached to securities may be deemed to be without value for purposes
       of this policy.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

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 Fund did not borrow money, sell securities short, or invest in
reverse repurchase agreements in excess of 5% of the value of its total assets
during the last fiscal year and has no present intent to do so in the coming
fiscal year.

In addition to the limitations set forth above, the Fund will not purchase or
sell real estate limited partnership interests or oil, gas, or other mineral
leases, except that the Fund may purchase or sell securities of companies which
invest in or hold the foregoing.

FEDERATED EQUITY FUNDS MANAGEMENT
- --------------------------------------------------------------------------------

Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Equity Funds, and principal occupations.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

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

Peter E. Madden
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.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, Pennsylvania

Birthdate: September 14, 1925

Trustee

Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

Glen R. Johnson
Federated Investors Tower
Pittsburgh, Pennsylvania

Birthdate: May 2, 1929

President

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, Pennsylvania

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.; President, Passport Research, Ltd.; Trustee, Federated Administrative
Services, Federated Services Company, and Federated Shareholder Services;
President or Vice President of the Funds; Director, Trustee, or Managing General
Partner of some of the Funds. Mr. Donahue is the son of John F. Donahue,
Chairman and Trustee of the Trust.
- --------------------------------------------------------------------------------

Richard B. Fisher
Federated Investors Tower
Pittsburgh, Pennsylvania

Birthdate: May 17, 1923

Vice President

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; Director or Trustee of some of the Funds.
- --------------------------------------------------------------------------------

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, Pennsylvania

Birthdate: October 22, 1930

Executive Vice President

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 Director, Federated Securities Corp.; Trustee, Federated Services
Company and Federated Shareholder Services; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Trustee or Director of some of the Funds;
Executive Vice President or President of the Funds.
- --------------------------------------------------------------------------------

John W. McGonigle
Federated Investors Tower
Pittsburgh, Pennsylvania

Birthdate: October 26, 1938

Executive Vice President and Secretary

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.; Vice President and Secretary
of the Funds.
- --------------------------------------------------------------------------------

David M. Taylor
Federated Investors Tower
Pittsburgh, Pennsylvania

Birthdate: January 13, 1947

Treasurer

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

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

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Cash Management Trust; Automated Government Money Trust;
California Municipal Cash 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 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; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund,
Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.;
Government Income Securities, Inc.; High Yield Cash Trust; Insurance Management
Series; Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.;
Liberty U.S. Government Money Market Trust; Liberty Term Trust, Inc.--1999;
Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; New York Municipal Cash
Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument
Funds; The Shawmut Funds; 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.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding Shares.

As of July 3, 1995, no shareholders of record owned 5% or more of the
outstanding Class A Shares of the Fund.

TRUSTEES' COMPENSATION
<TABLE>
<CAPTION>
                                                      AGGREGATE
                                                    COMPENSATION
NAME, POSITION WITH TRUST                            FROM TRUST*   TOTAL COMPENSATION PAID FROM FUND COMPLEX+
<S>                                               <C>              <C>
John F. Donahue
Chairman and Trustee                                     $0        $0 for the Trust and
                                                                   68 other investment companies in the Fund Complex
John T. Conroy, Jr.
Trustee                                                $1,566      $117,202 for the Trust and
                                                                   64 other investment companies in the Fund Complex

William J. Copeland
Trustee                                                $1,566      $117,202 for the Trust and
                                                                   64 other investment companies in the Fund Complex


James E. Dowd
Trustee                                                $1,566      $117,202 for the Trust and
                                                                   64 other investment companies in the Fund Complex

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.

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 FUND

The Fund's investment adviser is Federated Management (the "Adviser"). It is a
subsidiary of Federated Investors. All the voting securities of Federated
Investors are owned by a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue.

The Adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

ADVISORY FEES

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus. During the fiscal years ended
October 31, 1994, 1993, and 1992, the Fund's Adviser earned $3,112,641,
$3,288,904, and $2,594,945, respectively.

     STATE EXPENSE LIMITATIONS

       The Adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the Adviser will reimburse the
       Fund for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the Adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.


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

OTHER RELATED SERVICES

Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of shares of funds offered by Federated Securities Corp.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee described in the
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this Combined Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as, the "Administrators.") For the
fiscal year ended October 31, 1994, the Administrators collectively earned
$410,620. For the fiscal years ended October 31, 1993, and 1992, Federated
Administrative Services, Inc., earned $597,926 and $515,312, respectively. Dr.
Henry J. Gailliot, an officer of Federated Management, the Adviser to the Fund,
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 the Administrators.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee paid to the transfer agent is based upon the size,
type, and number of accounts and transactions made by shareholders.

Federated Services Company also maintains the Fund's accounting records. The fee
paid for this service is based upon the level of the Fund's average net assets
for the period plus out-of-pocket expenses.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the Adviser
and may include:

 .advice as to the advisability of investing in securities;

 .security analysis and reports;

 .economic studies;

 .industry studies;

 .receipt of quotations for portfolio evaluations; and

 .similar services.

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 relation to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising 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.

For the fiscal years ended October 31, 1994, 1993, and 1992, the Fund paid total
brokerage commissions of $829,771, $336,988, and $604,078, respectively.

As of October 31, 1994, the Fund owned $6,950,000 of securities of Travelers
Inc., and $3,337,500 of securities of Mellon Bank Corp., both of which are
regular broker/dealers that derive more than 15% of gross revenues from
securities-related activities.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value (plus a sales load on Class A Shares only) on days the
New York Stock Exchange is open for business. The procedure for purchasing
Shares is explained in the combined prospectus under "How To Purchase Shares."


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

DISTRIBUTION PLAN (CLASS B SHARES AND CLASS C SHARES ONLY) AND
SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services as appropriate, to stimulate
distribution activities and to cause services to be provided to shareholders by
a representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

By adopting the Distribution Plan (Class B Shares and Class C Shares only), the
Trustees expect that the Class B Shares and Class C Shares of the Fund will be
able to achieve a more predictable flow of cash for investment purposes and to
meet redemptions. This will facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives. By identifying potential
investors whose needs are served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb sharp fluctuations in rates
of redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (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 period ending October 31, 1994, the Fund paid shareholder service
fees in the amount of $180,150 on behalf of Class A Shares.

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Federated Services Company acts as the shareholder's agent in
depositing checks and converting them to federal funds.

PURCHASES BY SALES REPRESENTATIVES, TRUSTEES, AND EMPLOYEES OF THE FUND

Trustees, employees, and sales representatives of the Fund, Federated
Management, and Federated Securities Corp. or their affiliates, or any
investment dealer who has a sales agreement with Federated Securities Corp. and
their spouses and children under 21, may buy Class A Shares at net asset value
without a sales load. Shares may also be sold without a sales load to trusts or
pension or profit-sharing plans for these people.

These sales are made with the purchaser's written assurance that the purchase is
for investment purposes and that the securities will not be resold except
through redemption by the Fund.

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

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities, other than options, are
determined as follows:

 .according to the last sale price on a national securities exchange, if
 available;

 .in the absence of recorded sales for equity securities, according to the mean
 between the last closing bid and asked prices and for bonds and other fixed
 income securities as determined by an independent pricing service;

 .for unlisted equity securities, the latest bid prices; or

 .for short-term obligations, according to the mean between bid and asked prices
 as furnished by an independent pricing service or at fair value as determined
 in good faith by the Board of 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 Fund redeems Shares at the next computed net asset value, less any
applicable contingent deferred sales charge, after the Fund receives the
redemption request. Redemption procedures are explained in the combined
prospectus under "How To Redeem Shares." Although the transfer agent does not
charge for telephone redemptions, it reserves the right to charge a fee for the
cost of wire-transferred redemptions of less than $5,000.

Class B Shares redeemed within one to six years of purchase and Class C Shares
and applicable Class A Shares redeemed within one year of purchase may be
subject to a contingent deferred sales charge. The amount of the contingent
deferred sales charge is based upon the amount of the administrative fee paid at
the time of purchase by the distributor to the financial institution for
services rendered, and the length of time the investor remains a shareholder in
the Fund. Should financial institutions elect to receive an amount less than the
administrative fee that is stated in the prospectus for servicing a particular
shareholder, the contingent deferred sales charge and/or holding period for that
particular shareholder will be reduced accordingly.

REDEMPTION IN KIND

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

Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind. In such a case, the Fund will pay all
or a portion of the remainder of the redemption in portfolio instruments, valued
in the same way as the Fund determines net asset value. The portfolio
instruments will be selected in a manner that the 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.

EXCHANGING SECURITIES FOR SHARES
- --------------------------------------------------------------------------------

Investors may exchange securities they already own for Shares, or they may
exchange a combination of securities and cash for Shares. An investor should
forward the securities in negotiable form with an authorized letter of
transmittal to Federated Securities Corp. The Fund will notify the investor of
its acceptance and valuation of the securities within five business days of
their receipt by State Street Bank.

The Fund values securities in the same manner as the Fund values its assets. The
basis of the exchange will depend upon the net asset value of Shares on the day
the securities are valued. One Share of the Fund will be issued for each
equivalent amount of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription, or other
rights attached to the securities become the property of the Fund, along with
the securities.

TAX CONSEQUENCES

Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Shares,
a gain or loss may be realized by the investor.

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

The Fund 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 Fund
must, among other requirements:

 .derive at least 90% of its gross income from dividends, interest, and gains
 from the sale of securities;

 .derive less than 30% of its gross income from the sale of securities held less
 than three months;

 .invest in securities within certain statutory limits; and

 .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. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.


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

     CAPITAL GAINS

       Shareholders will pay federal tax at capital gains rates on long-term
       capital gains distributed to them regardless of how long they have held
       the Fund Shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

Prior to the creation of separate classes of Shares, the Fund's average annual
total return for the one-year, five-year, and ten-year periods ended October 31,
1994, were (8.43%), 6.78%, and 13.79%, respectively.

The average annual total return for each class of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the 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, less any applicable sales
load adjusted over the period by any additional Shares, assuming the quarterly
reinvestment of all dividends and distributions.

Any applicable contingent deferred sales charge is deducted from the ending
value of the investment based on the lesser of the original purchase price or
the net asset value of Shares redeemed.

YIELD
- --------------------------------------------------------------------------------

Prior to the creation of separate classes of Shares, the Fund's yield for the
thirty-day period ended October 31, 1994, was 1.41%.

The yield for each class of Shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by any class of Shares over a thirty-day period by the
maximum offering price per share of the respective class on the last day of the
period. This value is annualized using semi-annual compounding. This means that
the amount of income generated during the thirty-day period is assumed to be
generated each month over a 12-month period and is reinvested every six months.
The yield does not necessarily reflect income actually earned by the Fund
because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to the shareholders.

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in any class
of Shares, the performance will be reduced for those shareholders paying those
fees.

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of each of the classes of Shares depends upon such variables as:

 .portfolio quality;

 .average portfolio maturity;

 .type of instruments in which the portfolio is invested;

 .changes in interest rates and market value of portfolio securities;

 .changes in the Fund's or any class of Shares' expenses; and

 .various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per Share fluctuate daily. Both net earnings and offering
price per Share are factors in the computation of yield and total return.

Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:

 .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 specified period of time.
 From time to time, the Fund will quote its Lipper ranking in the "growth funds"
 category in advertising and sales literature.


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

 .DOW JONES INDUSTRIAL AVERAGE ("DJIA") is an unmanaged index representing share
 prices of major industrial corporations, public utilities, and transportation
 companies. Produced by the Dow Jones & Company, it is cited as a principal
 indicator of market conditions.

 .STANDARD & POOR'S LOW-PRICED INDEX compares a group of approximately twenty
 actively traded stocks priced under $25 for one month periods and year-to-date.

 .STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P 500), a
 composite index of common stocks in industry, transportation, and financial and
 public utility companies, can be used to compare to the total returns of funds
 whose portfolios are invested primarily in common stocks. In addition, the S&P
 500 assumes reinvestments of all dividends paid by stocks listed on its index.
 Taxes due on any of these distributions are not included, nor are brokerage or
 other fees calculated in the Standard & Poor's figures.

 .LIPPER GROWTH FUND AVERAGE is an average of the total returns for 251 growth
 funds tracked by Lipper Analytical Services, Inc., an independent mutual fund
 rating service.

 .LIPPER GROWTH FUND INDEX is an average of the net asset-valuated total returns
 for the top 30 growth funds tracked by Lipper Analytical Services, Inc., an
 independent mutual fund rating service.

 .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.

 .VALUE LINE MUTUAL FUND SURVEY, published by Value Line Publishing, Inc.,
 analyzes price, yield, risk, and total return for equity and fixed income
 mutual funds. The highest rating is One, and ratings are effective for two
 weeks.

 .CDA MUTUAL FUND REPORT, published by CDA Investment Technologies, Inc.,
 analyzes price, current yield, risk, total return, and average rate of return
 (average annual compounded growth rate) over specified time periods for the
 mutual fund industry.

 .STRATEGIC INSIGHT MUTUAL FUND RESEARCH AND CONSULTING, 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 specified
 period of time. From time to time, the Fund will quote its Strategic Insight
 ranking in the "growth funds" category in advertising and sales literature.

 .MUTUAL FUND SOURCE BOOK, published by Morningstar, Inc., analyzes price, yield,
 risk, and total return for equity and fixed income funds.

 .VALUE LINE COMPOSITE INDEX consists of approximately 1,700 common equity
 securities. It is based on a geometric average of relative price changes of the
 component stocks and does not include income.

 .STRATEGIC INSIGHT GROWTH FUNDS INDEX consists of mutual funds that invest in
 well-established companies primarily for long-term capital gains rather than
 current income.

 .FINANCIAL PUBLICATIONS: The Wall Street Journal, Business Week, Changing Times,
 Financial World, Forbes, Fortune, and Money Magazines, among others--provide
 performance statistics over specified time periods.

Advertisements and other sales literature for any class of Shares 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 any
class of Shares based on quarterly reinvestment of dividends over a specified
period of time.

From time to time as it deems appropriate, the Fund may advertise the
performance of any class of Shares using charts, graphs, and descriptions,
compared to federally insured bank products including certificates of deposit
and time deposits and to money market funds using the Lipper Analytical Services
money market instruments average. In addition, advertising and sales literature
for the Fund may use charts and graphs to illustrate the principles of
dollar-cost averaging and may disclose the amount of dividends paid by the Fund
over certain periods of time.

Advertisements may quote performance information which does not reflect the
effect of the sales load on Class A Shares.


ABOUT FEDERATED INVESTORS
- --------------------------------------------------------------------------------

Federated Investors ("Federated") is dedicated to meeting investor needs which
is reflected in its investment decision making--structured, straightforward, and
consistent. This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors.

In the equity sector, Federated has more than 25 years' experience. As of
December 31, 1994, Federated managed 15 equity funds totaling approximately $4
billion in assets across growth, value, equity income, international, index and
sector (i.e. utility) styles. Federated's value-oriented management style
combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.

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

MUTUAL FUND MARKET

Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*

Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:

INSTITUTIONAL

Federated 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 mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for the six-month period ended April 30, 1995, are
incorporated herein by reference from the Semi-Annual Report for Federated
Growth Trust dated June 30, 1995 (File Nos. 2-91090 and 811-4017). A copy of
this report may be obtained without charge by contacting the Fund.

*source: Investment Company Institute



FEDERATED GROWTH STRATEGIES FUND
(A PORTFOLIO OF FEDERATED EQUITY FUNDS)
(FORMERLY, FEDERATED GROWTH TRUST)
PORTFOLIO OF INVESTMENTS
OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES                                                                                                                VALUE
<C>            <S>                                                                                                   <C>
- -------------  ----------------------------------------------------------------------------------------------------  --------------
EQUITIES--72.7%
- -------------------------------------------------------------------------------------------------------------------
               BASIC INDUSTRY--5.4%
               ----------------------------------------------------------------------------------------------------
      305,500  *Magma Copper Co.                                                                                     $    5,460,812
               ----------------------------------------------------------------------------------------------------
      240,000  Medusa Corp.                                                                                               5,460,000
               ----------------------------------------------------------------------------------------------------
      270,000  Praxair, Inc.                                                                                              6,243,750
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     17,164,562
               ----------------------------------------------------------------------------------------------------  --------------
               CONSUMER DURABLES--2.3%
               ----------------------------------------------------------------------------------------------------
      150,000  Chrysler Corp.                                                                                             7,312,500
               ----------------------------------------------------------------------------------------------------  --------------
               CONSUMER NON-DURABLES--6.3%
               ----------------------------------------------------------------------------------------------------
      800,000  *Dr. Pepper/Seven-Up Cos.                                                                                 20,300,000
               ----------------------------------------------------------------------------------------------------  --------------
               CONSUMER SERVICES--6.8%
               ----------------------------------------------------------------------------------------------------
      800,000  *ADT Limited                                                                                               9,000,000
               ----------------------------------------------------------------------------------------------------
    2,633,800  *Chambers Development, Inc., Class A                                                                       5,267,600
               ----------------------------------------------------------------------------------------------------
      260,000  *Safeway, Inc.                                                                                             7,670,000
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     21,937,600
               ----------------------------------------------------------------------------------------------------  --------------
               ENERGY--6.7%
               ----------------------------------------------------------------------------------------------------
      223,600  Ashland Oil, Inc.                                                                                          8,692,450
               ----------------------------------------------------------------------------------------------------
      497,600  *Kenetech Corp.                                                                                            6,344,400
               ----------------------------------------------------------------------------------------------------
      260,000  YPF Sociedad Anonima, ADR                                                                                  6,272,500
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     21,309,350
               ----------------------------------------------------------------------------------------------------  --------------
               FINANCE--8.9%
               ----------------------------------------------------------------------------------------------------
      400,000  MBNA Corp.                                                                                                10,700,000
               ----------------------------------------------------------------------------------------------------
       60,000  Mellon Bank Corp.                                                                                          3,337,500
               ----------------------------------------------------------------------------------------------------
      153,400  NationsBank Corp.                                                                                          7,593,300
               ----------------------------------------------------------------------------------------------------
      200,000  Travelers, Inc.                                                                                            6,950,000
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     28,580,800
               ----------------------------------------------------------------------------------------------------  --------------
               HEALTHCARE--7.0%
               ----------------------------------------------------------------------------------------------------
      115,000  Columbia HCA Healthcare Corp.                                                                              4,786,875
               ----------------------------------------------------------------------------------------------------
      140,000  *Foundation Health Corp.                                                                                   4,585,000
               ----------------------------------------------------------------------------------------------------
      150,000  Genentech, Inc.                                                                                            7,612,500
               ----------------------------------------------------------------------------------------------------
      136,300  *Genetics Institute, Inc.                                                                                  5,520,150
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     22,504,525
               ----------------------------------------------------------------------------------------------------  --------------
               INDUSTRIAL/MANUFACTURING--11.2%
               ----------------------------------------------------------------------------------------------------
      204,800  Dover Corp.                                                                                               11,366,400
               ----------------------------------------------------------------------------------------------------
      734,700  *Foamex International, Inc.                                                                                6,612,300
               ----------------------------------------------------------------------------------------------------
</TABLE>


FEDERATED GROWTH STRATEGIES FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT
  OR SHARES                                                                                                              VALUE
<C>            <S>                                                                                                   <C>
- -------------  ----------------------------------------------------------------------------------------------------  --------------
EQUITIES--CONTINUED
- -------------------------------------------------------------------------------------------------------------------
               INDUSTRIAL/MANUFACTURING--CONTINUED
               ----------------------------------------------------------------------------------------------------
      204,200  General Motors Corp., Class H                                                                         $    7,351,200
               ----------------------------------------------------------------------------------------------------
      283,800  Greenfield Industries, Inc.                                                                                6,740,250
               ----------------------------------------------------------------------------------------------------
      100,000  Stewart & Stevenson Services                                                                               3,850,000
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     35,920,150
               ----------------------------------------------------------------------------------------------------  --------------
               TECHNOLOGY--9.8%
               ----------------------------------------------------------------------------------------------------
      204,200  *Compaq Computer Corp.                                                                                     8,193,525
               ----------------------------------------------------------------------------------------------------
      307,300  *Integrated Device Technology                                                                              8,719,637
               ----------------------------------------------------------------------------------------------------
      104,200  Intel Corp.                                                                                                6,473,425
               ----------------------------------------------------------------------------------------------------
      204,200  Loral Corp.                                                                                                8,091,425
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     31,478,012
               ----------------------------------------------------------------------------------------------------  --------------
               TRANSPORTATION--2.0%
               ----------------------------------------------------------------------------------------------------
      266,300  American President Co. Ltd.                                                                                6,457,775
               ----------------------------------------------------------------------------------------------------  --------------
               UTILITIES--6.3%
               ----------------------------------------------------------------------------------------------------
      306,900  Cinergy Corp.                                                                                              7,097,063
               ----------------------------------------------------------------------------------------------------
      210,000  MCI Communications Corp.                                                                                   4,830,000
               ----------------------------------------------------------------------------------------------------
      204,200  Sonat, Inc.                                                                                                6,636,500
               ----------------------------------------------------------------------------------------------------
       51,600  Sprint Corp.                                                                                               1,683,450
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     20,247,013
               ----------------------------------------------------------------------------------------------------  --------------
               TOTAL EQUITIES (IDENTIFIED COST $205,459,491)                                                            233,212,287
               ----------------------------------------------------------------------------------------------------  --------------
CONVERTIBLE SECURITIES--19.5%
- -------------------------------------------------------------------------------------------------------------------
               BASIC INDUSTRY--1.5%
               ----------------------------------------------------------------------------------------------------
      150,000  AK Steel Holding Corp., SAILS, $2.15                                                                       4,875,000
               ----------------------------------------------------------------------------------------------------  --------------
               CONSUMER NON-DURABLES--2.7%
               ----------------------------------------------------------------------------------------------------
$  30,000,000  Coleman Worldwide Corp., Conv. LYON, 7.25% accrual, 5/27/2013                                              8,587,500
               ----------------------------------------------------------------------------------------------------  --------------
               CONSUMER SERVICES--2.6%
               ----------------------------------------------------------------------------------------------------
$   7,750,000  Laidlaw, Inc., Conv. Deb. ADT, 6.00%, 1/15/1999                                                            8,340,938
               ----------------------------------------------------------------------------------------------------  --------------
               FINANCE--6.4%
               ----------------------------------------------------------------------------------------------------
      312,500  First USA, Inc., PRIDES, $1.99                                                                            10,781,250
               ----------------------------------------------------------------------------------------------------
      250,000  Sunamerica, Inc., Conv. Pfd., Series D, $2.78                                                              9,656,250
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                     20,437,500
               ----------------------------------------------------------------------------------------------------  --------------
               HEALTHCARE--2.3%
               ----------------------------------------------------------------------------------------------------
$  10,000,000  Roche Holdings, Inc., LYON, 4.75% accrual, 9/23/2008                                                       5,225,000
               ----------------------------------------------------------------------------------------------------
       15,000  *Schering Plough Corp., Warrants                                                                           2,273,400
               ----------------------------------------------------------------------------------------------------  --------------
               Total                                                                                                      7,498,400
               ----------------------------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED GROWTH STRATEGIES FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT
  OR SHARES                                                                                                              VALUE
<C>            <S>                                                                                                   <C>
- -------------  ----------------------------------------------------------------------------------------------------  --------------
CONVERTIBLE SECURITIES--CONTINUED
- -------------------------------------------------------------------------------------------------------------------
               TECHNOLOGY--2.1%
               ----------------------------------------------------------------------------------------------------
$   4,460,000  General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000                                       $    6,603,253
               ----------------------------------------------------------------------------------------------------  --------------
               UTILITIES--1.9%
               ----------------------------------------------------------------------------------------------------
      104,000  Nacional Financiera, SNC, PRIDES, $6.79                                                                    6,032,000
               ----------------------------------------------------------------------------------------------------  --------------
               TOTAL CONVERTIBLE SECURITIES (IDENTIFIED COST $60,722,428)                                                62,374,591
               ----------------------------------------------------------------------------------------------------  --------------
**REPURCHASE AGREEMENT--7.4%
- -------------------------------------------------------------------------------------------------------------------
$  23,710,000  J.P. Morgan Securities, Inc., 4.82%, dated 10/31/94, due 11/1/1994 (at amortized cost)                    23,710,000
               ----------------------------------------------------------------------------------------------------  --------------
               TOTAL INVESTMENTS (IDENTIFIED COST $289,891,919)                                                      $  319,296,878+
               ----------------------------------------------------------------------------------------------------  --------------
</TABLE>

+The cost for federal tax purposes amounts to $290,095,920. The net unrealized
 appreciation of investments on a federal tax basis amounts to $29,200,958,
 which is comprised of $47,090,873 appreciation and $17,889,915 depreciation at
 October 31, 1994.

 *Non-income producing.

**The repurchase agreement is fully collateralized by U.S. government
  obligations. The investment in the repurchase agreement was through joint
  participation in a joint account with other Federated funds.

Note: The categories of investments are shown as a percentage of net assets
      ($320,629,748) at October 31, 1994.

The following abbreviations are used in this portfolio:

ADR--American Depository Receipts
LYON--Liquid Yield Option Note
PRIDES--Preferred Redeemable Increased Dividend Equity Securities
SAILS--Stock Appreciation Income Linked Securities

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



FEDERATED GROWTH STRATEGIES FUND
(A PORTFOLIO OF FEDERATED EQUITY FUNDS)
(FORMERLY, FEDERATED GROWTH TRUST)
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                   <C>            <C>
ASSETS:
- -------------------------------------------------------------------------------------------------------------------
Investment in securities, at value (identified cost, $289,891,919, and tax cost, $290,095,920)                       $  319,296,878
- -------------------------------------------------------------------------------------------------------------------
Cash                                                                                                                          3,135
- -------------------------------------------------------------------------------------------------------------------
Income receivable                                                                                                           513,056
- -------------------------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                                          22,207,154
- -------------------------------------------------------------------------------------------------------------------
Receivable for Shares sold                                                                                                  170,972
- -------------------------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                                       342,191,195
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------------------------------------------
Payable for investments purchased                                                                     $  20,712,645
- ----------------------------------------------------------------------------------------------------
Payable for Shares redeemed                                                                                 788,817
- ----------------------------------------------------------------------------------------------------
Accrued expenses                                                                                             59,985
- ----------------------------------------------------------------------------------------------------  -------------
     Total liabilities                                                                                                   21,561,447
- -------------------------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 15,063,856 Shares outstanding                                                                         $  320,629,748
- -------------------------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------------------------------------------------------
Paid-in capital                                                                                                      $  281,344,946
- -------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                                                                29,404,959
- -------------------------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments                                                         9,371,740
- -------------------------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                                         508,103
- -------------------------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                                                $  320,629,748
- -------------------------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
($320,629,748 / 15,063,856 Shares outstanding)                                                                               $21.28
- -------------------------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED GROWTH STRATEGIES FUND
(A PORTFOLIO OF FEDERATED EQUITY FUNDS)
(FORMERLY, FEDERATED GROWTH TRUST)
STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                     <C>           <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------------------------------------------
Interest                                                                                                             $    3,586,170
- --------------------------------------------------------------------------------------------------------------------
Dividends                                                                                                                 4,183,916
- --------------------------------------------------------------------------------------------------------------------  --------------
     Total income                                                                                                         7,770,086
- --------------------------------------------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                                 $  3,112,641
- ------------------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                                    410,620
- ------------------------------------------------------------------------------------------------------
Custodian fees                                                                                               170,755
- ------------------------------------------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees                                                             69,463
- ------------------------------------------------------------------------------------------------------
Trustees' fees                                                                                                 8,912
- ------------------------------------------------------------------------------------------------------
Auditing fees                                                                                                 21,895
- ------------------------------------------------------------------------------------------------------
Legal fees                                                                                                    14,005
- ------------------------------------------------------------------------------------------------------
Portfolio accounting fees                                                                                     27,722
- ------------------------------------------------------------------------------------------------------
Share registration costs                                                                                      42,079
- ------------------------------------------------------------------------------------------------------
Printing and postage                                                                                          12,144
- ------------------------------------------------------------------------------------------------------
Insurance premiums                                                                                            10,400
- ------------------------------------------------------------------------------------------------------
Taxes                                                                                                          4,337
- ------------------------------------------------------------------------------------------------------
Miscellaneous                                                                                                  8,801
- ------------------------------------------------------------------------------------------------------
Shareholder services fee                                                                                     180,150
- ------------------------------------------------------------------------------------------------------  ------------
     Total expenses                                                                                                       4,093,924
- --------------------------------------------------------------------------------------------------------------------  --------------
       Net investment income                                                                                              3,676,162
- --------------------------------------------------------------------------------------------------------------------  --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- --------------------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments                                                                                   9,370,805
- --------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                                                    (51,582,544)
- --------------------------------------------------------------------------------------------------------------------  --------------
     Net realized and unrealized gain (loss) on investments                                                             (42,211,739)
- --------------------------------------------------------------------------------------------------------------------  --------------
          Change in net assets resulting from operations                                                             $  (38,535,577)
- --------------------------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED GROWTH STRATEGIES FUND
(A PORTFOLIO OF FEDERATED EQUITY FUNDS)
(FORMERLY, FEDERATED GROWTH TRUST)
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         YEAR ENDED OCTOBER 31,
<S>                                                                                                  <C>             <C>
                                                                                                          1994            1993
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------------------------------
Net investment income                                                                                $    3,676,162  $    3,943,542
- ---------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments ($9,574,806 and $9,253,729 net gains, respectively, as
computed for federal income tax purposes)                                                                 9,370,805      11,467,664
- ---------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                                    (51,582,544)     44,574,581
- ---------------------------------------------------------------------------------------------------  --------------  --------------
     Change in net assets resulting from operations                                                     (38,535,577)     59,985,787
- ---------------------------------------------------------------------------------------------------  --------------  --------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------------------------------
Distributions from net investment income                                                                 (3,448,745)     (4,405,675)
- ---------------------------------------------------------------------------------------------------
Distributions from net realized gains                                                                    (9,252,795)     (3,134,631)
- ---------------------------------------------------------------------------------------------------  --------------  --------------
     Change in net assets resulting from distributions to shareholders                                  (12,701,540)     (7,540,306)
- ---------------------------------------------------------------------------------------------------  --------------  --------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------------------------------------------
Proceeds from sale of Shares                                                                            161,557,597     219,086,722
- ---------------------------------------------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment of
distributions declared                                                                                    5,957,016       3,344,081
- ---------------------------------------------------------------------------------------------------
Cost of Shares redeemed                                                                                (256,459,141)   (205,719,474)
- ---------------------------------------------------------------------------------------------------  --------------  --------------
     Change in net assets resulting from Share transactions                                             (88,944,528)     16,711,329
- ---------------------------------------------------------------------------------------------------  --------------  --------------
          Change in net assets                                                                         (140,181,645)     69,156,810
- ---------------------------------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------------------------------
Beginning of period                                                                                     460,811,393     391,654,583
- ---------------------------------------------------------------------------------------------------  --------------  --------------
End of period (including undistributed net investment income of $508,103 and $280,686,
respectively)                                                                                        $  320,629,748  $  460,811,393
- ---------------------------------------------------------------------------------------------------  --------------  --------------
</TABLE>

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


FEDERATED GROWTH STRATEGIES FUND
(A PORTFOLIO OF FEDERATED EQUITY FUNDS)
(FORMERLY, FEDERATED GROWTH TRUST)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Federated Growth Trust (the "Trust") is registered under the Investment Company
Act of 1940, as amended (the "Act"), as a diversified, open-end, no-load
management investment company.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

     INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sale price reported on
     national securities exchanges. Unlisted securities and bonds (and private
     placement securities) are generally valued at the price provided by an
     independent pricing service. Short-term securities with remaining
     maturities of sixty days or less may be stated at amortized cost, which
     approximates 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 in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Trust to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

     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
     established by the Board of Trustees (the "Trustees"). Risks may arise from
     the potential inability of counterparties to honor the terms of the
     repurchase agreement. Accordingly, the Trust could receive less than the
     repurchase price on the sale of collateral securities.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Dividend income and
     distributions to shareholders are recorded on the ex-dividend date.
     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"). Distributions to shareholders are recorded on the
     ex-dividend date.

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

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

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

     RECLASSIFICATION--The Trust reclassified a cumulative net effect of $337
     from undistributed net investment income and accumulated net realized gain
     (loss) to paid-in capital in accordance with SOP 93-2. Net investment
     income, net realized gains, and net assets were not affected by this
     change.


FEDERATED GROWTH STRATEGIES FUND
- --------------------------------------------------------------------------------

(3) CAPITAL SHARES

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 capital shares were as follows:

<TABLE>
<CAPTION>
                                                                                                         YEAR ENDED OCTOBER 31,
<S>                                                                                                    <C>            <C>
                                                                                                           1994          1993
Shares sold                                                                                                7,063,731    9,655,835
- -----------------------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                               259,280      148,924
- -----------------------------------------------------------------------------------------------------
Shares redeemed                                                                                          (11,526,631)  (9,050,047)
- -----------------------------------------------------------------------------------------------------  -------------  -----------
     Net change                                                                                           (4,203,620)     754,712
- -----------------------------------------------------------------------------------------------------  -------------  -----------
</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 .75 of 1% of the Trust's average daily net assets.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
with administrative personnel and services. Prior to March 1, 1994, these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level of average aggregate daily net assets of all funds advised
by subsidiaries of Federated Investors for the period. The administrative fee
received during the period of the Administrative Services Agreement shall be at
least $125,000 per portfolio and $30,000 per each additional class of share.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will pay FSS a fee of up
to .25 of 1% of average daily net assets of the Trust for the period. This fee
is to obtain certain personal services for shareholders and to maintain the
shareholder accounts.

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

PORTFOLIO ACCOUNTING FEES--FServ maintains the Trust's accounting records. 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 October 31, 1994, were as follows:

<TABLE>
<S>                                                                                                                   <C>
- --------------------------------------------------------------------------------------------------------------------
PURCHASES                                                                                                             $  235,461,785
- --------------------------------------------------------------------------------------------------------------------  --------------
SALES                                                                                                                 $  226,312,250
- --------------------------------------------------------------------------------------------------------------------  --------------
</TABLE>


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

To the Trustees and Shareholders of
FEDERATED EQUITY FUNDS:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated Growth Strategies Fund (formerly,
Federated Growth Trust) as of October 31, 1994, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the two years in the period then ended and the financial highlights (see
page 4 of the combined prospectus) for each of the periods presented therein.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994, 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 Growth Strategies Fund at October 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and its financial highlights for each of
the periods presented therein, in conformity with generally accepted accounting
principles.

                                                               ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
December 9, 1994

Cusip 314190109
G01228-02 (8/95)

PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements (Filed in Part B - Federated
                        Growth Strategies Fund)
            (b)   Exhibits:
            (1)   Conformed copy of Declaration of Trust of the
                  Registrant (1);
            (2)   Copy of By-Laws of the Registrant as amended (1.);
                    (i) Copy of Amendment No. 2 to By-Laws effective
                              February 2, 1987 (3.);
                   (ii) Copy of Amendment No. 3 to By-Laws effective
                              August 25, 1988 (5.);
            (3)   Not applicable;
            (4)   (i) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of the Registrant
                              (Federated Small Cap Strategies Fund)
                              (9.);
                  (ii) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of the Registrant
                              (Federated Growth Strategies Fund); +
            (5)   Conformed copy of Investment Advisory Contract of the
                        Registrant (6.);
                  (i) Conformed copy of Exhibit to Investment Advisory
                              Contract of the Registrant to add
                              Federated Small Cap Strategies Fund to the
                              present Investment Advisory Contract; (to
                              be filed by amendment)
            (6)   Conformed copy of Distributor's Contract of the
                        Registrant (6.);
                  (i) Conformed copy of Exhibit to Distributor's
                              Contract of the Registrant to add
                              Federated Small Cap Strategies Fund to the
                              present Distributor's Contract; (to be
                              filed by amendment)

1.    Response is incorporated by reference to Registrant's Pre-
      Effective Amendment No. 1 on Form N-1A filed July 9, 1984.  (File
      Nos. 2-91090 and 811-4017)
3.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 5 on Form N-1A filed July 21, 1987.  (File
      Nos. 2-91090 and 811-4017)
5.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 10 on Form N-1A filed December 31, 1988.
      (File Nos. 2-91090 and 811-4017)
6.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 11 on Form N-1A filed October 23, 1989.
      (File Nos. 2-91090 and 811-4017)
7.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 16 on Form N-1A filed December 23, 1991.
      (File Nos. 2-91090 and 811-4017)
8.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 20 on Form N-1A filed December 29, 1994.
      (File Nos. 2-91090 and 811-4017)
9.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 21 on Form N-1A filed June 30, 1995.
      (File Nos. 2-91090 and 811-4017)

+ All exhibits have been filed electronically.
                  (ii) Plan Trustee/Mutual Funds Service Agreement (9.);
                  (iii) Mutual Funds Sales and Service Agreement (9.);
                  (iv) Mutual Funds Service Agreement (9.);
            (7)   Not applicable;
            (8)   Conformed Copy of the Custodian Agreement of the
                        Registrant; (8)
            (9)   (i) Conformed copy of Shareholder Services Agreement
                              of the Registrant; (8)
                  (ii) Conformed copy of Administrative Services
                              Agreement of the Registrant; (8)
                  (iii) Conformed Copy of Agreement for Fund Accounting,
                              Shareholder Recordkeeping, and Custody
                              Services Procurement; (8)
            (10)  Conformed copy of the Opinion and Consent of Counsel
                        regarding legality of shares being registered;
                        (8)
            (11)  Conformed Copy of the Consent of Independent Auditors;
                        +
            (12)  Not applicable;
            (13)  Conformed copy of Initial Capital Understanding (2);
            (14)  Not applicable;
            (15)  (i) Conformed Copy of Distribution Plan; (9.)
                  (ii) Plan Trustee/Mutual Funds Service Agreement; See
                              Item 24(b)(6)(ii)
                  (iii) Mutual Funds Sales and Service Agreement; See
                              Item 24(b)(6)(iii)
                  (iv) Mutual Funds Service Agreement; See Item
                              24(b)(6)(iv)
            (16)  Copy of Schedule for Computation of Fund Performance
                        Data;(8)
            (17)  Copy of Financial Data Schedules; +
            (18)  Multiple Class Plan; (to be filed by amendment)
            (19)  Conformed copy of Power of Attorney (9.).



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

            None





2.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 1 on Form N-1A filed February 28, 1985.
      (File Nos. 2-91090 and 811-4017)
8.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 20 on Form N-1A filed December 29, 1994.
      (File Nos. 2-91090 and 811-4017)
9.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 21 on Form N-1A filed June 30, 1995.
      (File Nos. 2-91090 and 811-4017)

+ All exhibits have been filed electronically.
Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                      as of June 2, 1995

            Shares of Beneficial Interest
            (no par value)

            Federated Growth Fund
                  Class A Shares                       10,580
                  Class B Shares                       (not effective)
                  Class C Shares                       (not effective)

            Federated Small Company Growth Fund
                  Class A Shares                       (not effective)
                  Class B Shares                       (not effective)
                  Class C Shares                       (not effective)

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 Equity Funds
            Management - Officers and Trustees."  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, Henry A. Frantzen, J. Thomas Madden, and
            Mark L. Mallon, Executive Vice Presidents; Henry J.
            Gailliot, Senior Vice President-Economist; Peter R.
            Anderson, and J. Alan Minteer, Senior Vice Presidents; J.
            Scott Albrecht, 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,
            Edward C. Gonzales, Jeff A. Kozemchak, Marian R. Marinack,
            John W. McGonigle, 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.


1.    Response is incorporated by reference to Registrant's Pre-
      Effective Amendment No. 1 on Form N-1A filed July 9, 1984. (File
      Nos. 2-91090 and 811-4017)

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:  Alexander
                Hamilton Funds; American Leaders Fund, Inc.; Annuity
                Management Series; Arrow Funds; Automated Cash
                Management Trust; Automated Government Money Trust;
                BayFunds;  The Biltmore Funds; The Biltmore Municipal
                Funds; California Municipal Cash Trust; Cash Trust
                Series, Inc.; Cash Trust Series II; 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 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;First
                Priority Funds; First Union Funds; Fixed Income
                Securities, Inc.; Fortress Adjustable Rate U.S.
                Government Fund, Inc.; Fortress Municipal Income Fund,
                Inc.; Fortress Utility Fund, Inc.; Fountain Square
                Funds; 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; New York
                Municipal Cash Trust; 111 Corcoran Funds; Peachtree
                Funds; The Planters Funds; RIMCO Monument Funds; The
                Shawmut Funds; SouthTrust Vulcan Funds; Star Funds; The
                Starburst Funds; The Starburst Funds II; Stock and Bond
                Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-
                Free Instruments Trust; Tower Mutual Funds; 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; Vision Fiduciary Funds,
                Inc.; 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, and
                               Asst. Treasurer, Federated
                               Securities Corp.

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

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

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
Pittsburgh, PA 15222-3779      Federated Securities Corp.

Mark W. Bloss                  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

James M. Heaton                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

H. Joseph Kennedy              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

Richard W. Boyd                Vice President,                    --
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

Laura M. Deger                 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

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

Joseph L. Epstein              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

David C. Glabicki              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

William J. Kerns               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

Dennis M. Laffey               Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Stephen A. LaVersa             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

Francis J. Matten, Jr.         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

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

R. Jeffrey Niss                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

Charles A. Robison             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

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

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

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

Philip C. Hetzel               Assistant 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

Ernest L. Linane               Assistant Vice President,          --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan               Secretary,                   Assistant
Federated Investors Tower      Federated Securities Corp.   Secretary
Pittsburgh, PA 15222-3779


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 of the following locations:


Registrant                                Federated Investors Tower
Federated Services Company                Pittsburgh, PA  15222-3779
("Transfer Agent and Dividend
Disbursing Agent)
Federated Administrative Services
("Administrator")
Federated Management
("Adviser")

State Street Bank and Trust Company       P.O. Box 8600
("Custodian")                             Boston, MA 02266-8600

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, upon request and
            without charge.

            Registrant hereby undertakes to file a post-effective
            amendment on behalf of Federated Small Cap Strategies Fund,
            using financial statements for Federated Small Cap
            Strategies Fund, which need not be certified, within four to
            six months from the effective date of Post-Effective
            Amendment No. 21.

                               SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED EQUITY FUNDS
(formerly, Federated Growth 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 17th day of
July, 1995.

                         FEDERATED EQUITY FUNDS
                   (formerly, Federated Growth Trust)

                  BY: /s/ Robert C. Rosselot
                  Robert C. Rosselot, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  July 17, 1995


    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/ Robert C. Rosselot
    Robert C. Rosselot           Attorney In Fact    July 17, 1995
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

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

Glen R. Johnson*                 President

Edward C. Gonzales*              Executive Vice President

David M. Taylor*                 Treasurer (Principal Financial
                                 and Accounting Officer)

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) under N-1A
                                    Exhibit 23 under Item 601/Reg S-K


            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Financial
Highlights" and to the use of our report dated December 9, 1994, with
respect to the financial statements and financial highlights of Federated
Growth Strategies Fund (formerly, Federated Growth Trust), in the Post-
Effective Amendment Number 22 filing to the Registration Statement (Form
N-1A No. 2-91090) and related Combined Prospectus and Combined Statement of
Additional Information of Federated Growth Strategies Fund, a portfolio of
Federated Equity Funds.



By: ERNST & YOUNG LLP
    Ernst & Young LLP
Pittsburgh, Pennsylvania
July 14, 1995





                                             Exhibit 4 (ii) under Form N-1A
                                       Exhibit 3(c) under Item 601/Reg. S-K


                           Federated Equity Funds
                      Federated Growth Strategies Fund
                              (Class A Shares)

Number                                                               Shares
_____                                                                 _____

Account No.     Alpha Code       Organized Under the   See Reverse Side For
                                 Laws of the            Certain Definitions
                                 Commonwealth of
                                 Massachusetts





THIS IS TO CERTIFY THAT                                     is the owner of





                                                  CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Beneficial Interest of the Federated
Growth Strategies Fund (Class A Shares) Portfolio of the Federated Equity
Funds hereafter called the "Trust," transferable on the books of the Trust by
the owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

      The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

      This Certificate is not valid unless countersigned by the Transfer
Agent.

      IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its Seal.




Dated:                      Federated Equity Funds
                               Corporate Seal
                                   (1984)
                                Massachusetts



/s/ Edward C. Gonzales                                  /s/ John F. Donahue
    Vice President and Treasurer                                   Chairman


                                  Countersigned:
                                  Federated Services Company
(Pittsburgh)                        Transfer Agent
                                  By:
                                  Authorized Signature
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common             UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entirety                        (Cust)    (Minor)
JT  TEN - as joint tenants with right of   under Uniform Gifts to Minors
         survivorship and not as tenants   Act.............................
         in common                         (State)

      Additional abbreviations may also be used though not in the above list.

      For value received__________ hereby sell, assign, and transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)

_____________________________________________________________________________

_____________________________________________________________________________

______________________________________________________________________ shares

of the beneficial interest represented by the within Certificate, and do

hereby irrevocably constitute and appoint

_____________________________________________________________________Attorney

to transfer the said shares on the books of the within named Trust with full

power of substitution in the premises.



Dated______________________
                                    NOTICE:______________________________
                                    The signature to this assignment must
                                    correspond with the name as written upon
                                    the face of the certificate in every
                                    particular, without alteration or
                                    enlargement or any change whatever.


All persons dealing with Federated Equity Funds, a Massachusetts business
trust, must look solely to the Trust property for the enforcement of any
claim against the Trust, as the Trustees, officers, agents or shareholders of
the Trust assume no personal liability whatsoever for obligations entered
into on behalf of the Trust.
                  THIS SPACE MUST NOT BE COVERED IN ANY WAY
              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in
     the upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Massachusetts corporate seal appears in the bottom middle of the
     page.


Page Two

     The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.




                           Federated Equity Funds
                      Federated Growth Strategies Fund
                              (Class B Shares)

Number                                                               Shares
_____                                                                 _____

Account No.     Alpha Code       Organized Under the   See Reverse Side For
                                 Laws of the            Certain Definitions
                                 Commonwealth of
                                 Massachusetts





THIS IS TO CERTIFY THAT                                     is the owner of





                                                  CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Beneficial Interest of the Federated
Growth Strategies Fund (Class B Shares) Portfolio of the Federated Equity
Funds hereafter called the "Trust," transferable on the books of the Trust by
the owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

      The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

      This Certificate is not valid unless countersigned by the Transfer
Agent.

      IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its Seal.




Dated:                      Federated Equity Funds
                               Corporate Seal
                                   (1984)
                                Massachusetts



/s/ Edward C. Gonzales                                  /s/ John F. Donahue
    Vice President and Treasurer                                   Chairman


                                  Countersigned:
                                  Federated Services Company
(Pittsburgh)                        Transfer Agent
                                  By:
                                  Authorized Signature
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common             UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entirety                        (Cust)    (Minor)
JT  TEN - as joint tenants with right of   under Uniform Gifts to Minors
         survivorship and not as tenants   Act.............................
         in common                         (State)

      Additional abbreviations may also be used though not in the above list.

      For value received__________ hereby sell, assign, and transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)

_____________________________________________________________________________

_____________________________________________________________________________

______________________________________________________________________ shares

of the beneficial interest represented by the within Certificate, and do

hereby irrevocably constitute and appoint

_____________________________________________________________________Attorney

to transfer the said shares on the books of the within named Trust with full

power of substitution in the premises.



Dated______________________
                                    NOTICE:______________________________
                                    The signature to this assignment must
                                    correspond with the name as written upon
                                    the face of the certificate in every
                                    particular, without alteration or
                                    enlargement or any change whatever.


All persons dealing with Federated Equity Funds, a Massachusetts business
trust, must look solely to the Trust property for the enforcement of any
claim against the Trust, as the Trustees, officers, agents or shareholders of
the Trust assume no personal liability whatsoever for obligations entered
into on behalf of the Trust.
                  THIS SPACE MUST NOT BE COVERED IN ANY WAY
              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in
     the upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Massachusetts corporate seal appears in the bottom middle of the
     page.


Page Two

     The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.




                           Federated Equity Funds
                      Federated Growth Strategies Fund
                              (Class C Shares)

Number                                                               Shares
_____                                                                 _____

Account No.     Alpha Code       Organized Under the   See Reverse Side For
                                 Laws of the            Certain Definitions
                                 Commonwealth of
                                 Massachusetts





THIS IS TO CERTIFY THAT                                     is the owner of





                                                  CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Beneficial Interest of the Federated
Growth Strategies Fund (Class C Shares) Portfolio of the Federated Equity
Funds hereafter called the "Trust," transferable on the books of the Trust by
the owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

      The shares represented hereby are issued and shall be held subject to
the provisions of the Declaration of Trust and By-Laws of the Trust, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

      This Certificate is not valid unless countersigned by the Transfer
Agent.

      IN WITNESS WHEREOF, the Trust has caused this Certificate to be signed
in its name by its proper officers and to be sealed with its Seal.




Dated:                      Federated Equity Funds
                               Corporate Seal
                                   (1984)
                                Massachusetts



/s/ Edward C. Gonzales                                  /s/ John F. Donahue
    Vice President and Treasurer                                   Chairman


                                  Countersigned:
                                  Federated Services Company
(Pittsburgh)                        Transfer Agent
                                  By:
                                  Authorized Signature
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common             UNIF GIFT MIN ACT-...Custodian...
TEN ENT - as tenants by the entirety                        (Cust)    (Minor)
JT  TEN - as joint tenants with right of   under Uniform Gifts to Minors
         survivorship and not as tenants   Act.............................
         in common                         (State)

      Additional abbreviations may also be used though not in the above list.

      For value received__________ hereby sell, assign, and transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


_____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)

_____________________________________________________________________________

_____________________________________________________________________________

______________________________________________________________________ shares

of the beneficial interest represented by the within Certificate, and do

hereby irrevocably constitute and appoint

_____________________________________________________________________Attorney

to transfer the said shares on the books of the within named Trust with full

power of substitution in the premises.



Dated______________________
                                    NOTICE:______________________________
                                    The signature to this assignment must
                                    correspond with the name as written upon
                                    the face of the certificate in every
                                    particular, without alteration or
                                    enlargement or any change whatever.


All persons dealing with Federated Equity Funds, a Massachusetts business
trust, must look solely to the Trust property for the enforcement of any
claim against the Trust, as the Trustees, officers, agents or shareholders of
the Trust assume no personal liability whatsoever for obligations entered
into on behalf of the Trust.
                  THIS SPACE MUST NOT BE COVERED IN ANY WAY
              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in
     the upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Massachusetts corporate seal appears in the bottom middle of the
     page.


Page Two

     The social security or other identifying number of the assignee
appears in a box in the top-third upper-left area of the page.




<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   1                                              
     <NAME>                     Federated Growth Trust                         
                                                                               
                                                                               
<PERIOD-TYPE>                   6-Mos                                          
<FISCAL-YEAR-END>               Oct-31-1995                                    
<PERIOD-END>                    Apr-30-1995                                    
<INVESTMENTS-AT-COST>           212,255,603                                    
<INVESTMENTS-AT-VALUE>          241,136,610                                    
<RECEIVABLES>                   8,599,863                                      
<ASSETS-OTHER>                  1,566                                          
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  249,738,039                                    
<PAYABLE-FOR-SECURITIES>        4,521,080                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       458,485                                        
<TOTAL-LIABILITIES>             4,979,565                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        197,012,364                                    
<SHARES-COMMON-STOCK>           11,013,517                                     
<SHARES-COMMON-PRIOR>           15,063,856                                     
<ACCUMULATED-NII-CURRENT>       215,923                                        
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         18,649,180                                     
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        28,881,007                                     
<NET-ASSETS>                    244,758,474                                    
<DIVIDEND-INCOME>               2,541,115                                      
<INTEREST-INCOME>               937,542                                        
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  1,477,037                                      
<NET-INVESTMENT-INCOME>         2,001,620                                      
<REALIZED-GAINS-CURRENT>        18,852,390                                     
<APPREC-INCREASE-CURRENT>       (523,952)                                      
<NET-CHANGE-FROM-OPS>           20,330,058                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       2,293,801                                      
<DISTRIBUTIONS-OF-GAINS>        9,574,950                                      
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         1,150,039                                      
<NUMBER-OF-SHARES-REDEEMED>     5,510,530                                      
<SHARES-REINVESTED>             310,152                                        
<NET-CHANGE-IN-ASSETS>          75,871,274                                     
<ACCUMULATED-NII-PRIOR>         508,103                                        
<ACCUMULATED-GAINS-PRIOR>       9,371,740                                      
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           1,014,850                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 1,477,037                                      
<AVERAGE-NET-ASSETS>            275,828,575                                    
<PER-SHARE-NAV-BEGIN>           21.280                                         
<PER-SHARE-NII>                 0.160                                          
<PER-SHARE-GAIN-APPREC>         1.630                                          
<PER-SHARE-DIVIDEND>            0.170                                          
<PER-SHARE-DISTRIBUTIONS>       0.680                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             22.220                                         
<EXPENSE-RATIO>                 109                                            
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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