INTERMEDIATE MUNICIPAL TRUST/
485BPOS, 1995-07-27
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                                          1933 Act File No. 2-98237
                                          1940 Act File No. 811-4314

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.   19                                               X

INTERMEDIATE MUNICIPAL 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 _July 31, 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 July 14, 1995________; or
    intends to file the Notice required by that Rule on or about
    ____________; or
    during the most recent fiscal year did not sell any securities
 pursuant to Rule 24f-2 under the Investment Company Act of 1940, and,
 pursuant to Rule 24f-2(b)(2), need not file the Notice.

Copies to:

 Matthew J. Maloney, 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 INTERMEDIATE
MUNICIPAL TRUST which consists of three portfolios: (1) Federated
Pennsylvania Intermediate Municipal Trust; (2) Federated Ohio
Intermediate Municipal Trust; and (3) Federated Intermediate Municipal
Trust is comprised of the following:

PART A.     INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)

Item 1.     Cover Page                    (1,2,3)Cover Page.
Item 2.     Synopsis                      (1,2,3)Summary of Fund Expenses.
Item 3.     Condensed Financial
            Information                   (1,2,3)Financial Highlights; (3)
                                          Financial Highlights -
                                          Institutional Service Shares;
                                          (1,2,3) Performance Information;
Item 4.     General Description of
            Registrant                    (1,2,3) General Information;
                                          (1,2,3) Investment Information;
                                          (1,2,3) Investment Objective;
                                          (1,2,3) Investment Policies; (3)
                                          Municipal Securities;(1)
                                          Pennsylvania Municipal Securities;
                                          (2) Ohio Municipal Securities;
                                          (1,2,3) Investment Risks; (1,2) Non-
                                          Diversication; (1,2,3) Investment
                                          Limitations.

Item 5.     Management of the Fund        (1,2,3) Intermediate Municipal
                                          Trust Information; (1,2,3)
                                          Management of the Trust; (1,2,3)
                                          Distribution of Fund Shares;
                                          (1,2,3) Administration of the Fund.
Item 6.     Capital Stock and Other
            Securities                    (1,2,3) Dividends and
                                          Distributions; (1,2,3) Tax
                                          Information; (1,2,3) Federal Income
                                          Tax; (1) Pennsylvania Taxes; (2)
                                          Ohio Taxes; (1,2,3) Other State and
                                          Local Taxes; (1,2,3) Capital Gains;
                                          (1,2,3) Shareholder Information;
                                          (1,2,3) Voting Rights; (1,2,3)
                                          Massachusetts Partnership Law.
Item 7.     Purchase of Securities Being
            Offered                       (1,2,3) Investing in the Fund;
                                          (1,2,3) Share Purchases; (1,2,3)
                                          Minimum Investment Required;
                                          (1,2,3) What Shares Cost; (1,2,3)
                                          Exchanging Securities for Fund
                                          Shares; (1,2,3) Subaccounting
                                          Services; (1,2,3) Certificates and
                                          Confirmations; (1,2,3) Net Asset
                                          Value.

Item 8.     Redemption or Repurchase      (1,2,3) Redeeming Shares; (3)
                                          Telephone Redemption; (3) Written
                                          Requests; (1,2,3) Accounts With Low
                                          Balances.

Item 9.     Pending Legal Proceedings     None.
PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10.    Cover Page                    (1,2,3) Cover Page.
Item 11.    Table of Contents             (1,2,3) Table of Contents.
Item 12.    General Information and
             History                      (1,2) General Information About the
                                          Fund; (3) General Information About
                                          the Trust; (1,2,3) About Federated
                                          Investors.
Item 13.    Investment Objectives and
             Policies                     (1,2,3) Investment Objective and
                                          Policies.
Item 14.    Management of the Fund        (1,2,3) Management of Intermediate
                                          Municipal Trust.
Item 15.    Control Persons and Principal
             Holders of Securities        Not Applicable.
Item 16.    Investment Advisory and Other
             Services                     (1,2,3) Investment Advisory
                                          Services; (1,2,3) Administrative
                                          Services Shareholders Services
                                          Agreement; (1,2,3) Transfer Agent
                                          and (1,2,3) Dividend Disbursing
                                          Agent.
Item 17.    Brokerage Allocation          Brokerage Transactions.
Item 18.    Capital Stock and Other
             Securities                   Not Applicable.
Item 19.    Purchase, Redemption and
             Pricing of Securities Being
             Offered                      (1,2,3) Purchasing Shares; (1,2,3)
                                          Determining Net Asset Value;
                                          (1,2,3) Redeeming
                                          Shares;(3)Exchanging Securities For
                                          Fund Shares.
Item 20.    Tax Status                    (1,2,3) Tax Status.
Item 21.    Underwriters                  Not applicable.
Item 22.    Calculation of Yield
                                          (1,2,3) Total Return; (1,2,3)
                                          Yield; (1,2,3) Tax Equivalent
                                          Yield; (1,2,3) Performance
                                          Comparisons.
Item 23.    Financial Statements          Filed in Part A.




- --------------------------------------------------------------------------------
   
    FEDERATED INTERMEDIATE MUNICIPAL TRUST
    (FORMERLY, INTERMEDIATE MUNICIPAL TRUST)
     (A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
     PROSPECTUS
     
   
     The  shares  of  Federated  Intermediate  Municipal  Trust  (formerly,
     "Intermediate  Municipal  Trust")   (the  "Fund")   offered  by   this
     prospectus   represent  interests   in  a   diversified  portfolio  of
     securities of Intermediate Municipal Trust (the "Trust"), an  open-end
     management investment company (a mutual fund).
    

     The  objective of  the Fund is  to provide current  income exempt from
     federal regular income tax. The Fund pursues this investment objective
     by  investing  in   a  portfolio  of   municipal  securities  with   a
     dollar-weighted  average portfolio maturity of  not less than three or
     more than ten years.

   
     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 Statement  of Additional Information dated
     July 31,  1995  with  the  Securities  and  Exchange  Commission.  The
     information  contained in  the Statement of  Additional Information is
     incorporated by reference into this prospectus. You may request a copy
     of the Statement  of Additional  Information, which is  in paper  form
     only,  or a paper copy  of this prospectus, if  you have received your
     prospectus electronically, free of  charge by calling  1-800-235-4669.
     To  obtain  other information  or to  make  inquiries about  the Fund,
     contact the Fund at the address listed in the back of this prospectus.
    

     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
     SECURITIES  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON  THE ACCURACY OR  ADEQUACY OF THIS  PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
     Prospectus dated July 31, 1995
    

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

   
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Municipal Securities                           5
  Investment Risks                               6
  Investment Limitations                         6

INTERMEDIATE MUNICIPAL TRUST
  INFORMATION                                    7
- --------------------------------------------------
  Management of the Trust                        7
  Distribution of Fund Shares                    8
  Administration of the Fund                     8
NET ASSET VALUE                                  9
- --------------------------------------------------
INVESTING IN THE FUND                            9
- --------------------------------------------------
  Share Purchases                                9
  Minimum Investment Required                   10
  What Shares Cost                              10
  Exchanging Securities for Fund Shares         10
  Subaccounting Services                        10
  Certificates and Confirmations                11
  Dividends                                     11
  Capital Gains                                 11

REDEEMING SHARES                                11
- --------------------------------------------------
  Telephone Redemption                          11
  Written Requests                              12
  Accounts with Low Balances                    12

SHAREHOLDER INFORMATION                         13
- --------------------------------------------------
  Voting Rights                                 13
  Massachusetts Partnership Law                 13

TAX INFORMATION                                 13
- --------------------------------------------------
  Federal Income Tax                            13
  Pennsylvania Corporate and Personal
    Property Taxes                              14
  Other State and Local Taxes                   14

PERFORMANCE INFORMATION                         15
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                16
- --------------------------------------------------
FINANCIAL STATEMENTS                            17
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   34
- --------------------------------------------------
ADDRESSES                                       35
- --------------------------------------------------
</TABLE>
    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <C>        <C>
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).......................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................       None
Exchange Fee.....................................................................................       None

<CAPTION>

                                 ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.38%
12b-1 Fee (2)....................................................................................       None
Total Other Expenses.............................................................................      0.19%
  Shareholder Services Fee (after waiver) (3).........................................      0.05%
        Total Fund Operating Expenses (4)........................................................      0.57%
<FN>
(1)   The management fee  has been reduced to reflect  the voluntary waiver of a
     portion of the  management fee.  The adviser can  terminate this  voluntary
     waiver  at any time at  its sole discretion. The  maximum management fee is
     0.40%.
(2)   As of  December 21,  1994,  Institutional Service  Shares were  no  longer
     offered  and  ceased to  exist.  Previously, the  Fund  had adopted  a Plan
     pursuant to Rule  12b-1 under  the Investment  Company Act  of 1940,  which
     provided  that the Fund could incur distribution  expenses up to .25% of 1%
     of the  average  daily net  assets  of the  Institutional  Service  Shares,
     annually  to  compensate Federated  Securities  Corp. ("FSC"),  the Trust's
     distributor.  In  addition,   the  Distribution  Plan   (the  "Plan")   was
     discontinued, as of December 21, 1994, contemporaneous with the termination
     of the Institutional Service Shares class. When the Plan was in effect, FSC
     chose  to voluntarily waive  a portion of  its fees. As  a result, the Fund
     paid $520 under the Plan.
(3)  The maximum shareholder services fee is 0.25%.
(4)  The total Fund operating expenses in the table above are based on  expenses
     expected  during  the  fiscal year  ending  May  31, 1996.  The  total Fund
     operating expenses were 0.59% for the fiscal year ended May 31, 1995.
</TABLE>


The purpose of this table is to assist an investor in understanding the  various
costs  and expenses that a shareholder of the Fund will bear, either directly or
indirectly. For more complete  descriptions of the  various costs and  expenses,
see  "Investing  in the  Fund" and  "Intermediate Municipal  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.................................................     $6         $18        $32        $71
</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.
     
                                       1

FEDERATED INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

   
FINANCIAL HIGHLIGHTS*
    
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Report of Independent Public Accountants on page 34.
    
   
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED MAY 31,
                                                              ----------------------------------------------------------------
                                                                1995       1994       1993       1992       1991       1990
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.52   $  10.74   $  10.31   $  10.09      $9.84      $9.81
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.54       0.52       0.56       0.59       0.63       0.64
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments          0.03      (0.22)      0.43       0.22       0.25       0.03
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
  Total from investment operations                                0.57       0.30       0.99       0.81       0.88       0.67
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Distributions from net investment income                       (0.54)     (0.52)     (0.56)     (0.59)     (0.63)     (0.64)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $  10.55   $  10.52   $  10.74   $  10.31   $  10.09      $9.84
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (B)                                                  5.67%      2.79%      9.80%      8.19%      9.22%      7.02%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.59%      0.61%      0.48%      0.47%      0.49%      0.50%
- ------------------------------------------------------------
  Net investment income                                           5.23%      4.82%      5.27%      5.73%      6.32%      6.49%
- ------------------------------------------------------------
  Expense waiver/reimbursement (d)                                0.00%      0.01%      0.14%      0.22%      0.30%      0.38%
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $229,285   $302,663   $263,283   $173,702   $116,577    $95,738
- ------------------------------------------------------------
  Portfolio turnover                                                11%         7%         3%         9%        43%        14%
- ------------------------------------------------------------

<CAPTION>
                                                                1989       1988       1987       1986(A)
- ------------------------------------------------------------  ---------  ---------  ---------  ------------
<S>                                                           <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $9.81      $9.83      $9.97   $ 10.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.64       0.62       0.58      0.29
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         --         (0.02)     (0.14)    (0.03)
- ------------------------------------------------------------  ---------  ---------  ---------  ------------
  Total from investment operations                                0.64       0.60       0.44      0.26
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Distributions from net investment income                       (0.64)     (0.62)     (0.58)    (0.29)
- ------------------------------------------------------------  ---------  ---------  ---------  ------------
NET ASSET VALUE, END OF PERIOD                                   $9.81      $9.81      $9.83     $9.97
- ------------------------------------------------------------  ---------  ---------  ---------  ------------
TOTAL RETURN (B)                                                  6.77%      6.34%      4.25%     2.60%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.48%      0.49%      0.47%     0.003%   (c)
- ------------------------------------------------------------
  Net investment income                                           6.56%      6.25%      5.63%     6.46%    (c)
- ------------------------------------------------------------
  Expense waiver/reimbursement (d)                                0.39%      0.31%      0.27%     0.57%    (c)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                       $82,211    $91,195   $120,162      $3,450
- ------------------------------------------------------------
  Portfolio turnover                                                25%       119%        81%         23%
- ------------------------------------------------------------
<FN>
*    During the period from  September 6, 1993, to  December 21, 1994, the  Fund
     offered  two  classes  of shares,  Institutional  Shares  and Institutional
     Service Shares.  As  of December  21,  1994, Institutional  Service  Shares
     ceased  operations and the  class designation for  Institutional Shares was
     eliminated. The table above does not reflect Institutional Service  Shares.
     See page 16 for Institutional Service Shares Financial Highlights.
(a)  Reflects  operations for the period from December 26, 1985 (date of initial
     public investment)  to May  31, 1986.  For  the period  from the  start  of
     business, October 15, 1985, to December 25, 1985, net investment income per
     share aggregating $0.108424 ($1,084) was distributed to an affiliate of the
     Trust's  adviser. Such distribution represented the net income of the Trust
     prior to the intitial public offering  of the Trust shares which  commenced
     December 26, 1985.
(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.
</TABLE>
    

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

   
Further  information about  the Fund's  performance is  contained in  the Fund's
annual report for the fiscal year ended May 31, 1995, which can be obtained free
of charge.
    

                                       2

GENERAL INFORMATION
- --------------------------------------------------------------------------------
    
The Trust was established as a Massachusetts business trust under a  Declaration
of Trust dated May 31, 1985. The Declaration of Trust permits the Trust to offer
separate  series  of shares  of  beneficial interest  representing  interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered in separate classes.

Shares of the Fund are sold primarily to retail and private banking customers of
financial institutions and to accounts for which financial institutions act in a
fiduciary,  advisory,  agency, custodial,  or similar  capacity as  a convenient
means of  accumulating  an interest  in  a professionally  managed,  diversified
portfolio  of municipal securities.  Shares are also designed  for funds held by
savings  and  other  institutions,  corporations,  trusts,  brokers,  investment
counselors and insurance companies. A minimum initial investment of $25,000 over
a  90-day period  is required.  The Fund  may not  be a  suitable investment for
retirement plans since it invests in municipal securities.

Shares are currently sold and redeemed at  net asset value without a sales  load
imposed by the Fund.
     
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The  investment objective of the  Fund is to provide  current income exempt from
federal regular income  tax. Interest  income of the  Fund that  is exempt  from
federal  income tax retains  its tax-free status when  distributed to the Fund's
shareholders. The Fund pursues this  investment objective by investing at  least
80%  of its net assets in a diversified portfolio of municipal securities with a
dollar-weighted average portfolio maturity of not  less than three or more  than
ten years. While there is no assurance that the Fund will achieve its investment
objective,  it endeavors to do so by following the investment policies described
in this prospectus. The investment objective and the policy stated above  cannot
be changed without approval of shareholders.

INVESTMENT POLICIES
    
The  investment policies described below may be changed by the Board of Trustees
(the "Trustees")  without shareholder  approval. Shareholders  will be  notified
before any material change in these policies becomes effective.
     
ACCEPTABLE INVESTMENTS.  The municipal securities in which the Fund invests are:

    - debt  obligations, including industrial development bonds, issued by or on
      behalf of  any  state, territory,  or  possession of  the  United  States,
      including the District of Columbia, or any political subdivision of any of
      these; and

    - participation   interests,  as  described  below,  in  any  of  the  above
      obligations,

the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund  and/or the investment adviser to the  Fund,
exempt from federal regular income tax.

                                       3

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

AVERAGE MATURITY.  The dollar-weighted average portfolio maturity of the  Fund's
portfolio of municipal securities will not be less than three years or more than
ten  years. For  purposes of  determining the  dollar-weighted average portfolio
maturity of the Fund's portfolio, the  maturity of a municipal security will  be
its  ultimate maturity, unless  it is probable  that the issuer  of the security
will take advantage of maturity-shortening devices such as a call, refunding, or
redemption provision, in which case the maturity date will be the date on  which
it  is probable that the security will  be called, refunded, or redeemed. If the
municipal security includes  the right to  demand payment, the  maturity of  the
security   for  purposes  of  determining  the  Fund's  dollar-weighted  average
portfolio maturity will be  the period remaining until  the principal amount  of
the security can be recovered by exercising the right to demand payment.

    CHARACTERISTICS.  The municipal securities in which the Fund invests are:
    
    - rated within the three highest ratings for municipal securities by Moody's
      Investors  Service,  Inc. ("Moody's")  (Aaa, Aa,  or A)  or by  Standard &
      Poor's Ratings Group ("S&P") (AAA, AA, or A);
     
    - guaranteed at  the time  of purchase  by  the U.S.  government as  to  the
      payment of principal and interest;

    - fully  collateralized by an escrow of  U.S. government securities or other
      securities acceptable to the Fund's adviser;

   
    - rated at the time of purchase within Moody's highest short-term  municipal
      obligation  rating  (MIG1/VMIG1) or  Moody's highest  municipal commercial
      paper rating (PRIME-1) or S&P's highest municipal commercial paper  rating
      (SP-1);

    - unrated  if, at the  time of purchase, other  municipal securities of that
      issuer are rated A or better by Moody's or S&P; or

    - unrated if determined to be of equivalent quality to one of the  foregoing
      rating categories by the Fund's investment adviser.

A  description of  the rating  categories is  contained in  the Appendix  to the
Statement of Additional Information.
     
   
PARTICIPATION INTERESTS.   The Fund  may purchase  participation interests  from
financial  institutions  such  as commercial  banks,  savings  associations, and
insurance companies. These  participation interests give  the Fund an  undivided
interest   in  one  or  more  underlying  municipal  securities.  The  financial
institutions from which  the Fund purchases  participation interests  frequently
provide  or obtain  irrevocable letters  of credit  or guarantees  to attempt to
assure that the participation interests are of high quality. The Trustees of the
Fund will determine whether participation interests meet the prescribed  quality
standards for the Fund.
    

VARIABLE  RATE MUNICIPAL SECURITIES.  Some of the municipal securities which the
Fund purchases may  have variable  interest rates. Variable  interest rates  are
ordinarily  stated as a  percentage of a published  interest rate, interest rate
index,  or   some  similar   standard,  such   as  the   91-day  U.S.   Treasury

                                       4

bill rate. Variable interest rates are adjusted on a periodic basis, e.g., every
30 days. The Fund will consider this adjustment period to be the maturity of the
security  for  purposes  of determining  the  weighted average  maturity  of the
portfolio.

   
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.   The Fund may purchase and  sell
municipal   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 the 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.   From time to  time on  a temporary basis,  or when the
investment adviser  determines  that  market conditions  call  for  a  temporary
defensive posture, the Fund may invest in short-term temporary investments which
may or may not be exempt from federal income tax. Temporary investments include:
tax-exempt  variable and floating rate  demand notes; tax-free commercial paper;
other temporary municipal  securities; obligations issued  or guaranteed by  the
U.S.  government,  its  agencies or  instrumentalities;  other  debt securities;
commercial paper; certificates of  deposit of domestic  branches of U.S.  banks;
and  repurchase agreements (arrangements  in which the  organization selling the
Fund a security agrees at the time of sale to repurchase it at a mutually agreed
upon time and price).
    
There are no rating  requirements applicable to  temporary investments with  the
exception of temporary municipal securities which are subject to the same rating
requirements  as  all  other municipal  securities  in which  the  Fund invests.
However, the investment  adviser will  limit temporary investments  to those  it
considers to be of comparable quality to the acceptable investments of the Fund.
     
Although  the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.

MUNICIPAL SECURITIES

Municipal securities  are generally  issued  to finance  public works,  such  as
airports,  bridges, highways, housing,  hospitals, mass transportation projects,
schools, streets,  and water  and sewer  works. They  are also  issued to  repay
outstanding  obligations, to raise funds for  general operating expenses, and to
make loans to other public institutions and facilities.

Municipal securities include industrial development bonds issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or

                                       5

publicly owned corporations. The availability of this financing encourages these
corporations to locate within the  sponsoring communities and thereby  increases
local employment.

The   two  principal  classifications  of   municipal  securities  are  "general
obligation" and "revenue"  bonds. General  obligation bonds are  secured by  the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable  only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue  bonds do not represent a pledge  of
credit  or  create any  debt  of or  charge against  the  general revenues  of a
municipality or  public authority.  Industrial development  bonds are  typically
classified as revenue bonds.

INVESTMENT RISKS

Yields  on municipal securities  depend on a variety  of factors, including: the
general conditions  of the  municipal  note market  and  of the  municipal  bond
market;  the size of  the particular offering; the  maturity of the obligations;
and the rating of the issue. The  ability of the Fund to achieve its  investment
objective  also depends  on the continuing  ability of the  issuers of municipal
securities and participation  interests, or  the guarantors of  either, to  meet
their obligations for the payment of interest and principal when due.

INVESTMENT LIMITATIONS

The Fund will not:

    - borrow money or pledge securities except, under certain circumstances, the
      Fund  may borrow  up to  one-third of  the value  of its  total assets and
      pledge up to 10% of the value of those assets to secure such borrowings;

    - invest more  than  5% of  its  total  assets in  purchases  of  industrial
      development  bonds,  the principal  and interest  of which  are paid  by a
      company which has an operating history of less than three years; or

    - with respect to securities comprising 75% of its assets, invest more  than
      5%  of its total assets in securities  of one issuer (except cash and cash
      items, and U.S. government obligations).

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

The Fund will not:

   
    - invest more than 15% of its  net assets in securities which are  illiquid,
      including  repurchase  agreements providing  for  settlement in  more than
      seven days  after  notice, and  restricted  securities determined  by  the
      Trustees to be illiquid.
    

                                       6

   
INTERMEDIATE MUNICIPAL TRUST INFORMATION
    
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER.   Investment decisions for  the Fund are  made by  Federated
Management,  the Fund's investment adviser (the "Adviser"), subject to direction
by the  Trustees.  The  Adviser continually  conducts  investment  research  and
supervision  for  the Fund  and  is responsible  for  the purchase  and  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 .40 of 1% of  the Fund's average daily  net assets. Under the  investment
    advisory  contract, the Adviser will reimburse  the Fund the amount, limited
    to the amount  of the  advisory fee, by  which the  Fund's aggregate  annual
    operating  expenses, including  its investment  advisory fee,  but excluding
    interest, taxes,  brokerage  commissions, insurance  premiums,  expenses  of
    registering  and qualifying the Fund and  its shares under federal and state
    laws and  regulations,  expenses  of withholding  taxes,  and  extraordinary
    expenses,  exceed .45 of 1%  of its average daily  net assets. This does not
    include reimbursement to the Fund  of any expenses incurred by  shareholders
    who  use  the transfer  agent's  subaccounting facilities.  Because  of this
    undertaking, the Adviser receives less than its calculated gross  investment
    advisory  fee. 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, as amended. 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.
     
    Jonathan  C. Conley has  been the Fund's portfolio  manager since the Fund's
    inception. Mr. Conley joined Federated Investors in 1979 and has been a Vice
    President of  the Fund's  Adviser  since 1982.  Mr.  Conley is  a  Chartered
    Financial  Analyst and received his M.B.A. in Finance from the University of
    Virginia.

   
    J. Scott Albrecht has been the Fund's co-portfolio manager since July  1995.
    Mr.  Albrecht joined Federated  Investors in 1989 and  has been an Assistant
    Vice President of the Adviser since 1992. From 1989 until 1991, Mr. Albrecht
    acted as an investment analyst. Mr. Albrecht was a municipal credit  analyst
    at  Mellon Bank,  N.A. from  1985 until  1989. Mr.  Albrecht is  a Chartered
    Financial Analyst and received his  M.S. in Management from Carnegie  Mellon
    University.
    

                                       7
   
    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.

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 Trustees, and could
result in severe penalties.


DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the  Fund.
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.
     
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 Funds  advised  by
subsidiaries of Federated Investors (the "Federated Funds") as specified below:

<TABLE>
<CAPTION>
              MAXIMUM
                FEE                  AVERAGE AGGREGATE DAILY NET ASSETS
        --------------------        ------------------------------------
        <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.
    
SHAREHOLDER SERVICES.    The  Fund  has  entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under which the Fund may

                                       8

make payments up to 0.25 of 1% of the average daily net asset value of the  Fund
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.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.   In addition to periodic payments  to
financial  institutions for shareholder services, certain financial institutions
may be  compensated  by  the  Adviser  or  its  affiliates  for  the  continuing
investment of customers' assets in certain funds, including the Fund, advised by
those  entities.  These payments  will be  made directly  by the  distributor or
Adviser from their assets, and will not be  made from the assets of the Fund  or
by the assessment of a sales load on shares.
     
CUSTODIAN.   State Street Bank and  Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

   
TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Boston, Massachusetts, is transfer agent for the shares of the Fund and dividend
disbursing agent for the Fund.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

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

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

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

SHARE PURCHASES

Shares  are sold on  days on which the  New York Stock  Exchange and the Federal
Reserve Wire System  are open for  business. Shares may  be purchased either  by
wire or mail.

   
To  purchase shares, open  an account by calling  Federated Securities Corp. and
obtain a master account number. Information needed to establish the account will
be taken over the telephone. The Fund reserves the right to reject any  purchase
request.
    

   
BY  WIRE.  To purchase shares by Federal Reserve wire, call the Fund before 1:00
p.m. (Eastern  time)  to  place  an order.  The  order  is  considered  received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time)  that day.  Federal funds should  be wired as  follows: Federated Services
Company, c/o  State  Street  Bank  and  Trust  Company,  Boston,  Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Intermediate Municipal Trust; Fund
Number (this number can
    

                                       9

be  found on the account  statement or by contacting  the Fund); Group Number or
Wire Order Number; Nominee or Institution Name; and ABA 011000028.

   
BY MAIL.  To  purchase shares by  mail, send a check  made payable to  Federated
Intermediate  Municipal  Trust to:  Federated Services  Company, P.O.  Box 8600,
Boston, Massachusetts 02266-8600. Orders by  mail are considered received  after
payment  by check  is converted  into federal funds.  This is  normally the next
business day after the check is received.
    

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

WHAT SHARES COST

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

   
The  net asset  value is determined  as of  the close of  trading (normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, Monday  through  Friday,
except  on: (i) days on  which there are not sufficient  changes in the value of
the 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.
    

EXCHANGING SECURITIES FOR FUND SHARES

Investors  may  exchange  certain  municipal  securities  or  a  combination  of
securities  and cash for  Fund shares. The  securities and any  cash must have a
market value of at least $25,000. The  Fund reserves the right to determine  the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Shareholders wishing to
exchange securities should first contact Federated Securities Corp.

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  to beneficial owners  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.

                                       10

CERTIFICATES AND CONFIRMATIONS

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

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

DIVIDENDS

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

CAPITAL GAINS

Distributions of net realized long-term capital  gains realized by the Fund,  if
any, will be made at least once every twelve months.
    
REDEEMING SHARES
- --------------------------------------------------------------------------------

The  Fund redeems shares at their net asset value 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 by telephone request or by written request.
    

TELEPHONE REDEMPTION

   
Shareholders may redeem their  shares by telephoning the  Fund before 4:00  p.m.
(Eastern  time). The proceeds will normally be wired the following business day,
but in no event more than seven days, to the shareholder's account at a domestic
commercial bank that is a member of the Federal Reserve System. If at any  time,
the  Fund shall  determine it  necessary to terminate  or modify  this method of
redemption, shareholders would be promptly notified.

An authorization  form permitting  the Fund  to accept  telephone requests  must
first  be completed. It is recommended  that investors request this privilege at
the time of their initial application. If  not completed at the time of  initial
application, authorization forms and information on this service can be obtained
through  Federated  Securities Corp.  Telephone  redemption instructions  may be
recorded. If  reasonable procedures  are not  followed by  the Fund,  it may  be
liable for losses due to unauthorized or fraudulent telephone instructions.
     
                                       11

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

WRITTEN REQUESTS

   
Shares may also be redeemed by  sending a written request to Federated  Services
Company,  P.O. Box  8600, Boston,  Massachusetts 02266-8600.  Call the  Fund for
specific instructions before redeeming by letter. The shareholder will be  asked
to  provide in the request his name, the  Fund name, his account number, and the
share or dollar amount requested. If  share certificates have been issued,  they
must  be properly endorsed and should be sent by registered or certified mail to
Federated Services Company, 500 Victory Road - 2nd Floor, Quincy,  Massachusetts
02171 with the written request.
    

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

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

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

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

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

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

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

   
RECEIVING  PAYMENT.   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.
    

ACCOUNTS WITH LOW BALANCES

   
Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in any account and pay  the proceeds to the shareholder of  record
if  the account balance falls  below a required minimum  value of $25,000 due to
shareholder redemptions.  This  requirement  does not  apply,  however,  if  the
balance  falls below $25,000 because  of changes in the  Fund's net asset value.
Before shares are redeemed to close  an account, the shareholder is notified  in
writing  and allowed 30 days  to purchase additional shares  to meet the minimum
requirement.
    

                                       12

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 portfolio
in the Trust have equal voting rights  except that, in matters affecting only  a
particular  Fund,  only  shares  of  that  Fund  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 the Trust shall be called by the Trustees upon the written
request of shareholders  owning at least  10% of the  outstanding shares of  the
Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW
    
Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under  Massachusetts law  for  acts or  obligations  of the  Trust.  To
protect  shareholders  of the  Fund, 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 that the Trust or its
Trustees enter into or sign on behalf of the Fund.
     
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 on behalf
of the Fund. Therefore, financial loss resulting from liability as a shareholder
of the Fund will occur only if  the Trust itself cannot meet its obligations  to
indemnify  shareholders and  pay judgments against  them from the  assets of the
Fund.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet  requirements
of  the Internal Revenue  Code of 1986,  as amended (the  "Code"), 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.

   
Shareholders  are not  required to  pay the  federal regular  income tax  on any
dividends received  from the  Fund  that represent  net interest  on  tax-exempt
municipal  bonds. However,  dividends representing  net interest  earned on some
municipal bonds are included in  calculating the federal individual  alternative
minimum tax or the federal alternative minimum tax for corporations.
    

                                       13

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals  and 20% for  corporations, applies when it  exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased  by certain "tax preference" items  not
included  in  regular  taxable income  and  reduced  by only  a  portion  of the
deductions allowed in the calculation of the regular tax.

Interest on certain  "private activity" bonds  issued after August  7, 1986,  is
treated  as a tax preference item  for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads,  schools,
libraries,  prisons and other public  facilities, private activity bonds provide
benefits to private parties. The Fund may purchase all types of municipal bonds,
including private activity bonds. Thus, while the Fund has no present  intention
of  purchasing any private activity bonds, should  it purchase any such bonds, a
portion of the Fund's dividends may be treated as a tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest  on municipal  bonds  may be  subject  to the  20%  corporate
alternative  minimum tax because  the dividends are  included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess  of  a  taxpayer's  pre-tax  "adjusted  current  earnings"  over  the
taxpayer's  alternative  minimum  taxable  income  as  a  tax  preference  item.
"Adjusted current  earnings"  is  based  upon the  concept  of  a  corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount  of any  Fund dividend, and  alternative minimum taxable  income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not  private  activity  bonds,  the  difference  will  be  included  in  the
calculation of the corporation's alternative minimum tax.

Dividends  of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.

These tax  consequences apply  whether  dividends are  received  in cash  or  as
additional  shares. Information on the tax status of dividends and distributions
is provided annually.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

    - the Fund is  not subject  to Pennsylvania corporate  or personal  property
      taxes; and

    - Fund 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 Fund  would be subject  to such taxes  if
      owned directly by residents of those jurisdictions.

OTHER STATE AND LOCAL TAXES

Distributions   representing  net  interest  received  on  tax-exempt  municipal
securities are not  necessarily free  from income taxes  of any  state or  local
taxing  authority. State laws differ on this issue and shareholders are urged to
consult their own tax advisers.

                                       14

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

   
From  time  to  time,  the  Fund   advertises  its  total  return,  yield,   and
tax-equivalent yield.
    

Total return represents the change, over a specific period of time, in the value
of  an investment  in the  Fund 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 the Fund  is calculated by dividing  the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the  Fund
over  a thirty-day period by the maximum offering price per share of the Fund on
the last day  of the period.  This number is  then annualized using  semi-annual
compounding. The tax-equivalent yield of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would have had
to  earn to equal its actual yield, assuming  a specific tax rate. The yield and
the tax-equivalent yield do  not necessarily reflect  income actually earned  by
the   Fund  and,  therefore,  may  not  correlate  to  the  dividends  or  other
distributions paid to shareholders.

From time to time,  advertisements for the Fund  may refer to ratings,  rankings
and  other  information in  certain  financial publications  and/or  compare the
Fund's performance to certain indices.
     
                                       15
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES*
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 34.

<TABLE>
<CAPTION>
                                                             YEAR ENDED MAY 31,
                                                            ---------------------
                                                             1995(a)     1994(b)
- ----------------------------------------------------------  ---------   ---------
<S>                                                         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $10.52      $11.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                       0.28        0.36
- ----------------------------------------------------------
  Net realized and unrealized gain (loss) on investments     (0.44)      (0.48)
- ----------------------------------------------------------  ---------   ---------
  Total from investment operations                           (0.16)      (0.12)
- ----------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Distributions from net investment income                   (0.28)      (0.36)
- ----------------------------------------------------------  ---------   ---------
NET ASSET VALUE, END OF PERIOD                              $10.08      $10.52
- ----------------------------------------------------------  ---------   ---------
                                                            ---------   ---------
TOTAL RETURN (c)                                            -1.53%      -1.10%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                    0.84%(d)    0.89%(d)
- ----------------------------------------------------------
  Net investment income                                       4.88%(d)    4.66%(d)
- ----------------------------------------------------------
  Expense waiver/reimbursement (e)                            0.14%(d)    0.14%(d)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                    $0         $1,715
- ----------------------------------------------------------
  Portfolio turnover                                        11%          7%
- ----------------------------------------------------------

<FN>

 *   As  of  December  21, 1994,  Institutional  Service Shares  were  no longer
     offered and ceased to exist. Prior to  that date, the Fund had offered  two
     classes  of shares, known as Institutional Shares and Institutional Service
     Shares.

(a)  Reflects operations for the period from  June 1, 1994 to December 21,  1994
     (date Institutional Service Shares ceased operations.)

(b)  Reflects  operations for the period from September 6, 1993 (date of initial
     public offering) to May 31, 1994.

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

(d)  Computed on an annualized basis.

(e)  This  voluntary expense decrease  is reflected in both  the expense and net
     investment income ratios shown above.
</TABLE>
    

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

                                       16

   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)
PORTFOLIO OF INVESTMENTS
MAY 31, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--98.1%
- ------------------------------------------------------
            ALABAMA--0.7%
            ------------------------------------------
$1,500,000  Alabama Water Pollution Control Authority,
            6.35% State Revolving Fund Loan Bonds,
            (Series 1991)/(AMBAC Insured), 8/15/2001       AAA      $  1,625,040
            ------------------------------------------              ------------
            ARIZONA--5.9%
            ------------------------------------------
 1,000,000  Arizona State Department of
            Transportation, 5.50% Revenue Bonds
            (Series 1992B)/(Original Issue Yield:
            5.60%)/ (AMBAC Insured), 7/1/2002              Aaa         1,042,170
            ------------------------------------------
 1,500,000  Maricopa County, AZ, 8.20% Revenue Bonds
            (MBIA Insured), 12/1/1996                      Aaa         1,557,075
            ------------------------------------------
 1,000,000  Mesa, AZ, 7.125% GO Bonds, 7/1/1999             A1         1,051,480
            ------------------------------------------
 1,500,000  Phoenix, AZ, 7.40% GO Bonds (Series A),
            7/1/2000                                       AA+         1,693,440
            ------------------------------------------
 2,900,000  Pima County, AZ, Tucson Unified School
            District #1, 4.80% School Improvement
            Bonds (Series 1993E)/(Original Issue
            Yield: 4.90%)/(FGIC Insured), 7/1/2003         AAA         2,871,174
            ------------------------------------------
 5,000,000  Salt River Project, AZ, Agicultural
            Improvement & Power District, 7.10%
            Electric System Revenue Bonds, 1/1/2000         AA         5,386,650
            ------------------------------------------              ------------
                Total                                                 13,601,989
            ------------------------------------------              ------------
            ARKANSAS--1.8%
            ------------------------------------------
 4,000,000  North Little Rock, AR, 9.50%
            Hydro-Electric Revenue Bonds
            (Prerefunded), 7/1/1995 (@103)                 Aaa         4,138,000
            ------------------------------------------              ------------
            CALIFORNIA--4.1%
            ------------------------------------------
 2,250,000  California State Veterans Affairs, 7.80%
            GO Bonds (Series AV), 10/1/2000                AAA         2,567,475
            ------------------------------------------
 2,000,000  Los Angeles, CA, Department of Water &
            Power, 9.00% Electric Plant Revenue Bonds,
            2/1/2001                                        AA         2,415,520
            ------------------------------------------
</TABLE>
    

                                       17
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            CALIFORNIA--CONTINUED
            ------------------------------------------
$1,875,000  Los Angeles, CA, Department of Water &
            Power, 9.00% Electric Plant Revenue Bonds,
            6/1/2000                                        AA      $  2,284,631
            ------------------------------------------
 1,800,000  Los Angeles, CA, Department of Water &
            Power, 9.00% Electric Plant Revenue Bonds,
            6/1/2001                                        AA         2,142,216
            ------------------------------------------              ------------
                Total                                                  9,409,842
            ------------------------------------------              ------------
            FLORIDA--7.1%
            ------------------------------------------
 3,000,000  Dade County, FL, 10.00% Solid Waste
            Revenue Bonds (Prerefunded), 10/1/1995
            (@102)                                         Aaa         3,120,780
            ------------------------------------------
 3,000,000  Florida State Board of Education, 6.00% UT
            GO Capital Outlay Bonds, (Series 1991B),
            6/1/2001                                        AA         3,219,660
            ------------------------------------------
 2,000,000  Florida State Board of Education, 6.25%
            Public Education Capital Outlay Bonds,
            (Series 1991C), 6/1/2001                        Aa         2,172,400
            ------------------------------------------
 5,500,000  Jacksonville, FL, Electric Authority,
            6.70% Electric Revenue Bonds (St. John's
            River Park Power Project), 10/1/1999            AA         5,635,025
            ------------------------------------------
 1,000,000  Miami Beach, FL, HFDA, 5.60% Revenue Bonds
            (Mount Sinai Medical Center)/(Original
            Issue Yield: 5.65%)/(Capital Guaranty),
            11/15/2002                                     Aaa         1,059,250
            ------------------------------------------
 1,050,000  Plantation, FL, Water & Sewer Authority,
            8.70% Revenue Bonds (MBIA Insured)/(ETM),
            3/1/1996                                       Aaa         1,087,737
            ------------------------------------------              ------------
                Total                                                 16,294,852
            ------------------------------------------              ------------
            GEORGIA--3.9%
            ------------------------------------------
 2,000,000  Georgia Municipal Electric Authority,
            6.50% Power Supply Revenue Bonds (Series
            U), 1/1/2000                                    A          2,144,220
            ------------------------------------------
 1,000,000  Georgia Municipal Electric Authority,
            6.60% Power Supply Revenue Bonds (Series
            U), 1/1/2001                                    A          1,085,660
            ------------------------------------------
 5,000,000  Georgia State, 7.70% GO Bonds, 2/1/2001        AA+         5,781,200
            ------------------------------------------              ------------
                Total                                                  9,011,080
            ------------------------------------------              ------------
</TABLE>
     
                                       18
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            HAWAII--5.4%
            ------------------------------------------
$3,000,000  City & County of Honolulu, HI, 6.30% GO
            Bonds, (Series 1991A), 8/1/2001                 AA      $  3,266,700
            ------------------------------------------
 1,000,000  Hawaii State, 5.85% GO Bonds (Series
            1991BU)/(Original Issue Yield: 5.95%),
            11/1/2001                                       AA         1,064,160
            ------------------------------------------
 2,000,000  Hawaii State, 6.25% GO Bonds (Series
            1992BZ), 10/1/2002                              Aa         2,183,780
            ------------------------------------------
 5,000,000  Hawaii State, 8.00% GO Bonds (Series
            1991BT), 2/1/2001                               AA         5,795,850
            ------------------------------------------              ------------
                Total                                                 12,310,490
            ------------------------------------------              ------------
            ILLINOIS--5.5%
            ------------------------------------------
 2,000,000  Chicago, IL, School Finance Authority,
            8.00% Revenue Bonds, (FGIC Insured),
            6/1/1997                                       Aaa         2,040,000
            ------------------------------------------
 3,000,000  Du Page, IL, Water Commission, 6.05% GO
            Water Refunding Bonds (Du Page, Cook &
            Will Counties)/ (Series 1992), 3/1/2002        Aaa         3,206,640
            ------------------------------------------
 3,000,000  Illinois Municipal Electric Agency, Power
            Supply System, 6.20%, Revenue Bonds
            (Series 1991A)/(AMBAC Insured), 2/1/2001       AAA         3,196,800
            ------------------------------------------
 1,840,000  Illinois State Highway Authority, 9.125%
            Revenue Bonds, (Northern Illinois Toll
            Highway)/(Prerefunded 1/1/1996 @102)           AAA         1,931,062
            ------------------------------------------
 2,000,000  University of Illinois Board of Trustees,
            6.40% Auxiliary Facilities System, Revenue
            Bonds, (Series 1991), 4/1/2001                  AA         2,168,360
            ------------------------------------------              ------------
                Total                                                 12,542,862
            ------------------------------------------              ------------
            MARYLAND--0.5%
            ------------------------------------------
 1,000,000  University of Maryland, 5.80% Tuition
            Revenue Bonds (Series A)/(System Auxiliary
            Facility), 2/1/2002                             Aa         1,058,740
            ------------------------------------------              ------------
            MICHIGAN--3.9%
            ------------------------------------------
 4,500,000  Detroit, MI, School District, 4.85% UT GO
            Bonds (Q-SBLF Program)/(Original Issue
            Yield: 4.95%), 5/1/2004                         AA         4,394,790
            ------------------------------------------
</TABLE>
     
                                       19
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            MICHIGAN--CONTINUED
            ------------------------------------------
$1,250,000  Jackson County, MI, Hospital Finance
            Authority, 4.80% Revenue Bonds (Series
            A)/(Original Issue Yield: 4.90%)/ (FGIC
            Insured), 6/1/2005                             AAA      $  1,207,600
            ------------------------------------------
 2,000,000  Michigan State Building Authority, 6.25%
            Revenue Bonds (Series II)/(AMBAC Insured),
            10/1/2000                                      AAA         2,155,320
            ------------------------------------------
 1,000,000  Royal Oak, MI, Hospital Finance Authority,
            7.40% Hospital Revenue Bonds (William
            Beaumont Hospital), 1/1/2000                    Aa         1,068,490
            ------------------------------------------              ------------
                Total                                                  8,826,200
            ------------------------------------------              ------------
            MISSOURI--4.6%
            ------------------------------------------
 5,000,000  Missouri State HEFA, 6.00% Health
            Facilities Revenue Bonds (Series A)/(BJC
            Health System)/(Original Issue Yield:
            6.05%), 5/15/2005                               AA         5,287,700
            ------------------------------------------
 5,000,000  Missouri State HEFA, 6.10% Health
            Facilities Revenue Bonds (Series A)/(BJC
            Health System)/(Original Issue Yield:
            6.15%), 5/15/2006                               AA         5,307,650
            ------------------------------------------              ------------
                Total                                                 10,595,350
            ------------------------------------------              ------------
            NEVADA--0.5%
            ------------------------------------------
 1,000,000  Clark County, NV, 9.75% LT GO School
            Improvement Bonds (MBIA Insured), 6/1/2000     AAA         1,223,710
            ------------------------------------------              ------------
            NEW HAMPSHIRE--1.2%
            ------------------------------------------
 2,555,000  New Hampshire State, 6.40% GO Bonds,
            (Series 1991A), 6/15/2001                       AA         2,793,611
            ------------------------------------------              ------------
            NEW YORK--6.7%
            ------------------------------------------
 1,500,000  Municipal Assistance Corp. of New York,
            6.60% Revenue Bonds (Series 62), 7/1/2000      AA-         1,595,115
            ------------------------------------------
 2,000,000  Municipal Assistance Corp. of New York,
            7.00% Resolution Revenue Bonds, 7/1/1997        AA         2,108,040
            ------------------------------------------
</TABLE>
    

                                       20
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            NEW YORK--CONTINUED
            ------------------------------------------
$2,500,000  New York State Environmental Facilities
            Corp., 6.15% State Water Pollution Control
            Service Revenue Bonds (New York City
            Municipal Water Finance
            Authority)/(Original Issue Yield: 6.25%),
            6/15/2004                                       A-      $  2,693,775
            ------------------------------------------
 2,550,000  New York State Power Authority, 5.90%
            Revenue and General Purpose Bonds,
            1/1/2002                                        Aa         2,706,595
            ------------------------------------------
 4,000,000  New York State Thruway Authority Highway &
            Bridge, 5.625% Revenue Bonds (Series
            B)/(Original Issue Yield: 5.75%)/(FGIC
            Insured), 4/1/2005                             AAA         4,163,640
            ------------------------------------------
 1,000,000  New York State Urban Development Corp.,
            9.20% Revenue Bonds (Prerefunded),
            1/1/1996 (@102)                                Aaa         1,050,240
            ------------------------------------------
 1,000,000  Triborough Bridge & Tunnel Authority, NY,
            6.625% General Purpose Revenue Bonds
            (Series S), 1/1/2001                            A+         1,098,150
            ------------------------------------------              ------------
                Total                                                 15,415,555
            ------------------------------------------              ------------
            NORTH CAROLINA--5.8%
            ------------------------------------------
 3,355,000  Charlotte-Mecklenburg Hospital Authority,
            NC, 5.90% Health Care System Revenue Bonds
            (Original Issue Yield: 5.95%), 1/1/2002         Aa         3,493,796
            ------------------------------------------
 2,000,000  North Carolina Municipal Power Agency,
            5.90% Revenue Bonds (Catawba
            Electric)/(Original Issue Yield: 5.95%),
            1/1/2003                                        A          2,080,360
            ------------------------------------------
 5,350,000  North Carolina Municipal Power Agency,
            6.00% Revenue Bonds (Catawba
            Electric)/(Original Issue Yield: 6.05%),
            1/1/2004                                        A          5,575,342
            ------------------------------------------
 2,000,000  North Carolina Municipal Power Agency,
            7.25% Revenue Bonds (Catawba Electric),
            1/1/2007                                        A          2,245,600
            ------------------------------------------              ------------
                Total                                                 13,395,098
            ------------------------------------------              ------------
            OHIO--3.8%
            ------------------------------------------
 1,330,000  Franklin County, OH, 5.30% Hospital
            Facility Revenue Bonds (Series 1993A)/
            (Riverside United Methodist
            Hospital)/(Original Issue Yield: 5.40%),
            5/15/2002                                       AA         1,352,371
            ------------------------------------------
</TABLE>
    

                                       21
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            OHIO--CONTINUED
            ------------------------------------------
$2,500,000  Hamilton County, OH, Sewer System, 6.20%
            Improvement & Refunding Revenue Bonds
            (Series 1991A)/ (Metropolitan Sewer
            District of Greater Cincinnati), 12/1/2000     AA-      $  2,688,650
            ------------------------------------------
 1,400,000  Montgomery County, OH, 6.20% Revenue Bonds
            (Series 1991A)/(Sisters of Charity
            Healthcare Systems, Inc.)/ (MBIA Insured),
            5/15/2001                                      AAA         1,507,198
            ------------------------------------------
 3,000,000  Ohio State Building Authority, 9.625%
            Revenue Bonds (Prerefunded), 10/1/1995
            (@103)                                         Aaa         3,145,680
            ------------------------------------------              ------------
                Total                                                  8,693,899
            ------------------------------------------              ------------
            OKLAHOMA--1.8%
            ------------------------------------------
 2,000,000  Oklahoma State Industries Authority, 5.70%
            Revenue Bonds (Series C)/(Baptist Center
            Health System)/(AMBAC Insured)/ (Original
            Issue Yield: 5.80%), 8/15/2002                 AAA         2,078,760
            ------------------------------------------
 2,000,000  Tulsa, OK, 5.15% GO Refunding Bonds,
            6/1/2003                                        AA         2,040,720
            ------------------------------------------              ------------
                Total                                                  4,119,480
            ------------------------------------------              ------------
            PENNSYLVANIA--2.5%
            ------------------------------------------
 1,000,000  Allegheny County, PA, HDA, 5.50% Revenue
            Bonds (Presbyterian University Health
            System)/(Original Issue Yield:
            5.60%)/(MBIA Insured), 11/1/2002               Aaa         1,034,370
            ------------------------------------------
 1,500,000  Allegheny County, PA, HDA, 6.875% Revenue
            Bonds (Mercy Hospital of Pittsburgh)/(BIGI
            Insured), 10/1/1999                            Aaa         1,576,545
            ------------------------------------------
 1,500,000  Pennsylvania Infrastructure Investment
            Authority, 6.15% Revenue Bonds (Series
            1990B)/(Pennvest Loan Pool Program),
            9/1/2001                                        AA         1,603,080
            ------------------------------------------
 1,475,000  Washington County, PA, Hospital Authority,
            5.50% Revenue Bonds (Shadyside
            Hospital)/(Original Issue Yield: 5.60%)/
            (AMBAC Insured), 12/15/2001                    Aaa         1,541,581
            ------------------------------------------              ------------
                Total                                                  5,755,576
            ------------------------------------------              ------------
</TABLE>
    

                                       22
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            SOUTH CAROLINA--3.7%
            ------------------------------------------
$  730,000  Columbia, SC, Waterworks & Sewer System,
            6.40% Revenue Bonds, (Prerefunded),
            2/1/2001                                       AAA      $    793,882
            ------------------------------------------
 4,270,000  Columbia, SC, Waterworks & Sewer System,
            6.40% Revenue Bonds, 2/1/2001                   AA         4,624,880
            ------------------------------------------
 3,000,000  South Carolina Public Service Authority,
            9.50% Electric Revenue Bonds
            (Prerefunded), 7/1/1995 (@103)                 Aaa         3,103,500
            ------------------------------------------              ------------
                Total                                                  8,522,262
            ------------------------------------------              ------------
            TENNESSEE--1.9%
            ------------------------------------------
 3,000,000  Memphis, TN, 5.625% Electric System
            Revenue Bonds, 1/1/2002                         Aa         3,157,170
            ------------------------------------------
 1,065,000  Metropolitan Government of Nashville &
            Davidson County, TN, 5.85% Health &
            Educational Facilities Board Revenue
            Bonds, (Series 1991B)/(The Vanderbilt
            University)/(Original Issue Yield: 5.95%),
            10/1/2001                                       AA         1,130,732
            ------------------------------------------              ------------
                Total                                                  4,287,902
            ------------------------------------------              ------------
            TEXAS--19.7%
            ------------------------------------------
 1,000,000  Canyon, TX, ISD, 8.20% GO Bonds (MBIA
            Insured), 2/15/1996                            Aaa         1,028,550
            ------------------------------------------
 5,000,000  Central Texas Higher Education Authority,
            4.85% (Series C), 12/1/2002                     Aa         4,901,550
            ------------------------------------------
 2,000,000  Dallas County, TX, 8.75% UT GO Bonds,
            1/10/1996                                      Aaa         2,057,000
            ------------------------------------------
 1,755,000  Dallas, Denton & Collins Townships, TX,
            Waterworks & Sewer System, 6.60% Revenue
            Bonds, 4/1/2000                                 Aa         1,852,824
            ------------------------------------------
 1,000,000  Dallas, Denton & Collins Townships, TX,
            Waterworks & Sewer System, 9.50% Revenue
            Bonds, 10/1/1998                                Aa         1,082,380
            ------------------------------------------
 4,000,000  Garland, TX, 5.80% UT GO Bonds, (Dallas
            County)/ (Original Issue Yield: 5.90%),
            8/15/2001                                       Aa         4,231,920
            ------------------------------------------
 4,500,000  Houston, TX, ISD, 8.375% LT Schoolhouse
            Bonds (Series 1991), 8/15/2000                 AAA         5,266,620
            ------------------------------------------
</TABLE>
    

                                       23
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            TEXAS--CONTINUED
            ------------------------------------------
$2,500,000  San Antonio, TX, 6.00% Water System
            Revenue Refunding Bonds (Series
            1992)/(Original Issue Yield: 6.15%)/(FGIC
            Insured), 5/15/2001                            Aaa      $  2,665,725
            ------------------------------------------
 1,475,000  San Antonio, TX, 8.625% GO Bonds, 8/1/2000      AA         1,742,875
            ------------------------------------------
 2,000,000  San Antonio, TX, Electric & Gas System,
            7.00% Revenue Bonds, 2/1/1999                   Aa         2,166,400
            ------------------------------------------
 1,650,000  San Antonio, TX, Electric & Gas System,
            9.90% Revenue Bonds, 2/1/1998                   Aa         1,873,575
            ------------------------------------------
 6,370,000  Socorro, TX, ISD, 6.25% UT GO Refunding
            Bonds, (Series 1991A)/ (Permanent School
            Fund Guaranty)/(Original Issue Yield:
            6.30%), 8/15/2001                              AAA         6,852,973
            ------------------------------------------
 3,000,000  Texas State Public Property Finance Corp.,
            5.10% Acquisition and Refunding Revenue
            Bonds (Series 1993)/ (Mental Health and
            Mental Retardation Center)/(CGIC Insured),
            9/1/2003                                       AAA         2,997,750
            ------------------------------------------
 6,000,000  Texas Water Development Board, 5.80%
            Revenue Bonds (Series 1992)/(Original
            Issue Yield: 5.90%), 7/15/2002                  Aa         6,357,960
            ------------------------------------------              ------------
                Total                                                 45,078,102
            ------------------------------------------              ------------
            UTAH--1.0%
            ------------------------------------------
 2,000,000  Intermountain Power Agency, UT, 7.20%
            Power Supply Revenue Bonds, 7/1/1999            AA         2,178,920
            ------------------------------------------              ------------
            VIRGINIA--2.8%
            ------------------------------------------
 2,025,000  Newport News, VA, 5.40% General
            Improvement GO Refunding Bonds (Series
            1992B), 7/1/2002                                Aa         2,088,808
            ------------------------------------------
 1,995,000  Virginia Beach, VA, 6.30% GO Bonds,
            3/1/2000                                        AA         2,145,105
            ------------------------------------------
 1,995,000  Virginia Beach, VA, 6.30% GO Bonds,
            3/1/2001                                        AA         2,163,418
            ------------------------------------------              ------------
                Total                                                  6,397,331
            ------------------------------------------              ------------
</TABLE>
    

                                       24
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                 CREDIT
  AMOUNT                                                 RATING*       VALUE
- ----------  ------------------------------------------  ----------  ------------
<C>         <S>                                         <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- ------------------------------------------------------
            WASHINGTON--3.3%
            ------------------------------------------
$1,020,000  Seattle, WA, 6.00% LT GO Refunding Bonds
            (Series B), 3/1/2002                           AA+      $  1,088,554
            ------------------------------------------
 1,500,000  Tacoma, WA, 5.70% Sewer Revenue Bonds
            (Series B)/ (Original Issue Yield: 5.85%),
            12/1/2005                                      AAA         1,572,465
            ------------------------------------------
 2,000,000  Washington State, 5.60% GO Motor Vehicle
            Fuel Tax Refunding Bonds (Series D),
            9/1/2001                                        Aa         2,097,440
            ------------------------------------------
 2,570,000  Washington State, 6.60% UT GO Bonds
            (Series A), 2/1/2002                            Aa         2,829,493
            ------------------------------------------              ------------
                Total                                                  7,587,952
            ------------------------------------------              ------------
              TOTAL INTERMEDIATE-TERM MUNICIPAL
              SECURITIES
              (IDENTIFIED COST $214,382,996)                         224,863,843
            ------------------------------------------              ------------
SHORT-TERM MUNICIPAL SECURITIES--0.3%
- ------------------------------------------------------
            TENNESSEE--0.3%
            ------------------------------------------
   800,000  Chattanooga-Hamilton County, TN, Hospital
            Authority Daily VRDNs (Erlanger Medical
            Center Guaranty)/(Morgan Guaranty Trust
            Co. LOC)                                       A-1           800,000
            ------------------------------------------              ------------
              TOTAL SHORT-TERM MUNICIPAL SECURITIES
              (AT AMORTIZED COST)                                        800,000
            ------------------------------------------              ------------
                                                                    ------------
              TOTAL MUNICIPAL SECURITIES (IDENTIFIED
              COST, $215,182,996)(a)                                $225,663,843
            ------------------------------------------              ------------
                                                                    ------------
<FN>

 *   Please refer to the Appendix of the Statement of Additional Information for
    an explanation of the credit ratings. Current credit ratings are unaudited.

(a)  The cost of investments  for federal tax purposes amounts to  $215,182,996.
     The  net unrealized appreciation of investments on a federal tax cost basis
     amounts to $10,480,847, which is comprised of $10,715,653 appreciation  and
     $234,806 depreciation at May 31, 1995.

Note:   The categories  of investments are  shown as a  percentage of net assets
       ($229,284,686) at May 31, 1995.
</TABLE>
    

                                       25
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
- --------------------------------------------------------------------------------

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:

AMBAC      --American Municipal Bond Assurance Corp.
BIGI       --Bond Investors Guaranty Inc.
CGIC       --Capital Guaranty Insurance Corporation
ETM        --Escrowed to Maturity
FGIC       --Financial Guaranty Insurance Company
GO         --General Obligations
HDA        --Housing Development Authority
HEFA       --Health and Education Facilities Authority
HFDA       --Health Facility Development Authority
ISD        --Independent School District
LOC        --Letter of Credit
LT         --Limited Tax
MBIA       --Municipal Bonds Investors Assurance
Q-SBLF     --Qualified State Bond Loan Fund
UT         --Unlimited Tax
VRDNs      --Variable Rate Demand Notes
</TABLE>
    

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

                                       26
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost $215,182,996)         $225,663,843
- --------------------------------------------------------------------------------
Cash                                                                                     93,009
- --------------------------------------------------------------------------------
Income Receivable                                                                     4,555,135
- --------------------------------------------------------------------------------
Receivable for shares Sold                                                               38,919
- --------------------------------------------------------------------------------   ------------
    Total assets                                                                    230,350,906
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                                      <C>           <C>
Dividends payable                                                        $  814,390
- ----------------------------------------------------------------------
Payable for shares redeemed                                                 192,670
- ----------------------------------------------------------------------
Accrued expenses                                                             59,160
- ----------------------------------------------------------------------   ----------
</TABLE>

<TABLE>
<S>                                                                                <C>
    Total liabilities                                                                 1,066,220
- --------------------------------------------------------------------------------   ------------
NET ASSETS for 21,742,785 shares outstanding                                       $229,284,686
- --------------------------------------------------------------------------------   ------------
                                                                                   ------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------
Paid-in capital                                                                    $232,246,166
- --------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                            10,480,847
- --------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                                 (13,442,327)
- --------------------------------------------------------------------------------   ------------
    Total Net Assets                                                               $229,284,686
- --------------------------------------------------------------------------------   ------------
                                                                                   ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
($229,284,686 DIVIDED BY 21,742,785 shares outstanding)                            $      10.55
- --------------------------------------------------------------------------------   ------------
                                                                                   ------------
</TABLE>

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

                                       27

FEDERATED INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF OPERATIONS
YEAR ENDED MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                      <C>         <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------
Interest                                                             $15,101,083
- -------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------
Investment advisory fee                                  $1,038,460
- -------------------------------------------------------
Administrative personnel and services fees                  196,539
- -------------------------------------------------------
Custodian and portfolio accounting fees                     146,451
- -------------------------------------------------------
Shareholder services fee--Institutional Service Shares
(note 4)                                                      1,881
- -------------------------------------------------------
Transfer agent and dividend disbursing agent fees and
expenses                                                     40,276
- -------------------------------------------------------
Share registration costs                                     27,597
- -------------------------------------------------------
Directors'/Trustees' fees                                     8,696
- -------------------------------------------------------
Auditing fees                                                18,613
- -------------------------------------------------------
Legal fees                                                   11,392
- -------------------------------------------------------
Printing and postage                                         22,784
- -------------------------------------------------------
Insurance premiums                                            9,300
- -------------------------------------------------------
Distribution services fees--Institutional Service
Shares (note 4)                                               1,819
- -------------------------------------------------------
Taxes                                                         9,714
- -------------------------------------------------------
Miscellaneous                                                 5,470
- -------------------------------------------------------  ----------
    Total expenses                                        1,538,992
- -------------------------------------------------------
Deduct--
- -------------------------------------------------------
  Waiver of distribution services fees                        1,299
- -------------------------------------------------------  ----------
    Net expenses                                                       1,537,693
- -------------------------------------------------------------------  -----------
      Net investment income                                           13,563,390
- -------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -------------------------------------------------------------------
Net realized gain (loss) on investments                               (5,402,939)
- -------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments    4,350,977
- -------------------------------------------------------------------  -----------
    Net realized and unrealized gain (loss) on
      investments                                                     (1,051,962)
- -------------------------------------------------------------------  -----------
      Change in net assets resulting from operations                 $12,511,428
- -------------------------------------------------------------------  -----------
                                                                     -----------
</TABLE>

(See Notes which are an integral part of the Financial Statements)
     
                                       28
   
FEDERATED INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED MAY 31,
                                                                              ------------------------------
                                                                                  1995             1994
                                                                              -------------    -------------
<S>                                                                           <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------
Net investment income                                                         $  13,563,390    $  14,990,620
- ---------------------------------------------------------------------------
Net realized gain (loss) on investment ($2,484,394 net loss and $0,
respectively, as computed for federal tax purposes)                              (5,402,939)        (760,854)
- ---------------------------------------------------------------------------
Net change in unrealized appreciation/ (depreciation) of investments              4,350,977       (7,198,457)
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets resulting from operations                               12,511,428        7,031,309
- ---------------------------------------------------------------------------   -------------    -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------
Distributions from net investment income:
- ---------------------------------------------------------------------------
  Institutional Shares                                                          (13,516,478)     (14,961,284)
- ---------------------------------------------------------------------------
  Institutional Services Shares                                                     (46,912)         (29,336)
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets from distributions to shareholders                     (13,563,390)     (14,990,620)
- ---------------------------------------------------------------------------   -------------    -------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------------------
Proceeds from sale of Shares                                                     67,745,760      204,983,560
- ---------------------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment of
distributions declared                                                            2,440,705        2,548,104
- ---------------------------------------------------------------------------
Cost of Shares redeemed                                                        (144,228,224)    (158,476,788)
- ---------------------------------------------------------------------------   -------------    -------------
    Change in net assets from Share transactions                                (74,041,759)      49,054,876
- ---------------------------------------------------------------------------   -------------    -------------
        Change in net assets                                                    (75,093,721)      41,095,565
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                             304,378,407      263,282,842
- ---------------------------------------------------------------------------   -------------    -------------
End of period                                                                 $ 229,284,686    $ 304,378,407
- ---------------------------------------------------------------------------   -------------    -------------
                                                                              -------------    -------------
</TABLE>
    

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

                                       29

FEDERATED INTERMEDIATE MUNICIPAL TRUST
   
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Intermediate  Municipal Trust (the  "Trust") is registered  under the Investment
Company Act  of  1940,  as  amended (the  "Act"),  as  an  open-end,  management
investment company. The Trust consists of two non-diversified portfolios and one
diversified  portfolio. The financial statements  included herein are only those
of Federated Intermediate Municipal Trust (the "Fund"), a diversified portfolio.
The financial statements of the  other portfolios are presented separately.  The
assets  of each portfolio are segregated and a shareholder's interest is limited
to the portfolio in which shares are held.

Until December 21, 1994, the Fund  offered two classes of shares,  Institutional
Shares   and  Institutional   Service  Shares.  Effective   December  21,  1994,
Institutional Service Shares ceased operations and all contracts entered into by
the  Fund  on   behalf  of   Institutional  Service   Shares  were   terminated.
Institutional  Service Shares  were identical  in all  respects to Institutional
Shares except  that  Institutional  Service  Shares  were  sold  pursuant  to  a
Distribution  Plan  adopted  in  accordance  with  the  Act's  Rule  12b-1. Also
effective December 21, 1994, the class designation for Institutional Shares  was
eliminated.

Effective  December 19, 1994, the Board of Trustees (the "Trustees") changed the
name of the  Fund from  Intermediate Municipal Trust  to Federated  Intermediate
Municipal Trust.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT  VALUATIONS--Municipal bonds are valued by an independent pricing
    service taking into  consideration yield, liquidity,  risk, credit  quality,
    coupon,  maturity, type of issue,  and any other factors  or market data the
    pricing  service  deems  relevant  in  determining  valuations  for   normal
    institutional size trading units of debt securities. The independent pricing
    service  does not rely  exclusively on quoted  prices. Short-term securities
    with remaining maturities of sixty days or less at the time of purchase  may
    be valued at amortized cost, which approximates fair market value.

    INVESTMENT  INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
    are accrued daily. Bond premium  and discount, if applicable, are  amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.
     
                                       30

FEDERATED INTERMEDIATE MUNICIPAL TRUST
   
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)

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

    FEDERAL TAXES--It is the Fund'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  tax-exempt   income.
    Accordingly,  no provisions for federal tax  are necessary. At May 31, 1995,
    the Fund,  for federal  tax purposes,  had a  capital loss  carryforward  of
    $7,088,018,  which will reduce the Fund's taxable income arising from future
    net realized gain  on investments, if  any, to the  extent permitted by  the
    Code,  and thus will reduce the  amount of the distributions to shareholders
    which would otherwise be necessary to relieve the Fund of any liability  for
    federal  tax.  Pursuant to  the Code,  such  capital loss  carryforward will
    expire  in  1996  ($3,974,606),   1997  ($215,810),  1998  (170,468),   2001
    ($242,740)  and  2003  ($2,484,394).  Additionally,  net  capital  losses of
    $3,679,399 attributable to security transactions incurred after October  31,
    1994  are treated as  arising on June 1,  1995, the first  day of the Fund's
    next taxable year.

    WHEN-ISSUED AND  DELAYED  DELIVERY  TRANSACTIONS--The  Fund  may  engage  in
    when-issued  or delayed delivery transactions.  The Fund 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.

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

(3) SHARES OF BENEFICIAL INTEREST

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

   
<TABLE>
<CAPTION>
                                                                      YEAR ENDED MAY 31,
                                                    ------------------------------------------------------
                                                              1995*                        1994
                                                    --------------------------  --------------------------
                                                      SHARES        DOLLARS       SHARES        DOLLARS
- --------------------------------------------------  -----------  -------------  -----------  -------------
<S>                                                 <C>          <C>            <C>          <C>
Shares sold                                           6,524,563  $  67,387,240   18,798,999  $ 203,167,923
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                  233,106      2,407,168      233,762      2,527,875
- --------------------------------------------------
Shares redeemed                                     (13,796,581)  (142,201,578) (14,769,157)  (158,406,508)
- --------------------------------------------------  -----------  -------------  -----------  -------------
  Net change resulting from Institutional Shares
  transactions                                       (7,038,912) ($ 72,407,170)   4,263,604  $  47,289,290
- --------------------------------------------------  -----------  -------------  -----------  -------------
                                                    -----------  -------------  -----------  -------------
</TABLE>
    

                                       31

FEDERATED INTERMEDIATE MUNICIPAL TRUST
   
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)
    
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                       YEAR ENDED MAY 31,
                                                    --------------------------------------------------------
                                                              1995**                       1994***
                                                    ---------------------------   --------------------------
INSTITUTIONAL SERVICE SHARES                          SHARES        DOLLARS         SHARES        DOLLARS
- --------------------------------------------------  -----------  --------------   -----------  -------------
<S>                                                 <C>          <C>              <C>          <C>
Shares sold                                              34,479  $      358,520       167,890  $   1,815,637
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                    3,242          33,537         1,896         20,229
- --------------------------------------------------
Shares redeemed                                        (200,816)     (2,026,646)       (6,691)       (70,280)
- --------------------------------------------------  -----------  --------------   -----------  -------------
  Net change resulting from Institutional Service
  Shares transactions                                  (163,095)     (1,634,589)      163,095  $   1,765,586
- --------------------------------------------------  -----------  --------------   -----------  -------------
    Net change resulting from Fund Share
    transactions                                     (7,202,007) ($  74,041,759)    4,426,699  $  49,054,876
- --------------------------------------------------  -----------  --------------   -----------  -------------
                                                    -----------  --------------   -----------  -------------

<FN>

 *  Until  December  21,  1994,  the   Fund  offered  two  classes  of   shares,
   Institutional  Shares and  Institutional Service  Shares. As  of December 21,
   1994,  Institutional  Service   Shares  ceased  operations   and  the   class
   designation for Institutional Shares was eliminated.
 **  For the period from  June 1, 1994 to  December 21, 1994 (date Institutional
    Service Shares ceased operations).
*** For the period from September 6,  1993 (date of initial public offering)  to
    May 31, 1994.
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT  ADVISORY  FEE--Federated Management,  the Fund's  investment adviser
(the "Adviser"), receives  for its  services an annual  investment advisory  fee
equal  to  .40%  of  the  Fund's  average  daily  net  assets.  The  Adviser may
voluntarily choose to waive  its fee. The Adviser  can modify or terminate  this
voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE   FEE--Federated  Administrative  Services   ("FAS"),  under  the
Administrative  Services  Agreement,  provides  the  Fund  with   administrative
personnel  and services. 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  Agreement shall be  at least $125,000  per portfolio and $30,000
per each additional class of shares.

DISTRIBUTION  AND   SHAREHOLDER  SERVICES   FEE--As   of  December   21,   1994,
Institutional  Service Shares  were no  longer offered  and ceased  to exist. In
addition, the Distribution Plan (the  "Plan") was discontinued. Under the  terms
of  the  Plan,  the Fund  compensated  Federated Securities  Corp.  ("FSC"), the
principal distributor, from the net  assets of the Institutional Service  Shares
to finance activities intended to result in the sale of the Fund's Institutional
Service  Shares subject to the  Plan. The Plan provided  that the Fund may incur
distribution expenses up to  .25 of 1%  of the average daily  net assets of  the
Institutional  Service Shares, annually, to compensate FSC. When the Plan was in
     
                                       32

FEDERATED INTERMEDIATE MUNICIPAL TRUST
   
(FORMERLY, INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------
effect, FSC chose to voluntarily waive a  portion of its fees. As a result,  the
Fund paid $520 under the Plan.

Under  the terms of a Shareholder  Services Agreement with Federated Shareholder
Services ("FSS"), the Fund  will pay FSS up  to .25 of 1%  of average daily  net
assets  of each  class of shares  for the period.  The fee is  to obtain certain
services for shareholders  and to  maintain shareholder accounts.  For the  year
ended  May 31, 1995,  Institutional Shares did not  incur a shareholder services
fee.

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

INTERFUND TRANSACTIONS--During the year ended May 31, 1995, the Fund engaged  in
purchase  and sale transactions with funds that have a common investment adviser
(or affiliated investment  advisers), common  Directors/Trustees, and/or  common
Officers.  These transactions were made at current market value pursuant to Rule
17a-7 under the Act amounting to $59,600,000 and $66,888,860, respectively.

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
year ended May 31, 1995, were as follows:

<TABLE>
<S>                                                 <C>
- --------------------------------------------------
PURCHASES                                           $ 27,509,077
- --------------------------------------------------  ------------
SALES                                               $ 99,529,561
- --------------------------------------------------  ------------
</TABLE>
     
                                       33

   
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
    
- ---------------------------------------------------------

   
To the Shareholders and Board of Trustees of
INTERMEDIATE MUNICIPAL TRUST
(Federated Intermediate Municipal Trust)
(formerly, Intermediate Municipal Trust):

We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Federated Intermediate Municipal Trust (an investment portfolio of  Intermediate
Municipal  Trust,  a Massachusetts  business trust),  including the  schedule of
portfolio of  investments, as  of May  31, 1995,  and the  related statement  of
operations  for the year then ended, the statement of changes in net assets, and
financial highlights  (see page  2 and  16 of  the prospectus)  for the  periods
presented.   These  financial  statements  and   financial  highlights  are  the
responsibility of the  Fund's management.  Our responsibility is  to express  an
opinion  on these  financial statements  and financial  highlights based  on our
audits.

We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our procedures included confirmation of  the securities owned as of
May 31,  1995, by  correspondence with  the custodian.  An audit  also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.

 In  our opinion, the  financial statements and  financial highlights 
referred to
above present  fairly,  in all  material  respects, the  financial  position  of
Federated  Intermediate Municipal Trust, an investment portfolio of Intermediate
Municipal Trust as of May 31, 1995,  the results of its operations for the  year
then  ended, the changes in its net  assets and the financial highlights for the
periods presented, in conformity with generally accepted accounting principles.
    

                                          ARTHUR ANDERSEN LLP

   
Pittsburgh, Pennsylvania
June 30, 1995
    

                                       34

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

   
<TABLE>
<S>                                                              <C>
Fund
              Federated Intermediate Municipal Trust             Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

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

Custodian
              State Street Bank and Trust Company                P.O. Box 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         P.O. Box 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
</TABLE>
    

                                       35

- --------------------------------------------------------------------------------
                                  FEDERATED INTERMEDIATE
                                  MUNICIPAL TRUST
                                  PROSPECTUS

   
                                  A Diversified Portfolio of Intermediate
                                  Municipal Trust, An Open-End Management
                                  Investment Company


                                  July 31, 1995

[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           CUSIP 458810108
           8061702A-IS (7/95)                      [RECYCLED PAPER LOGO]
    





   



Federated Intermediate Municipal Trust
(A Portfolio of Intermediate Municipal Trust)
 Statement of Additional Information










     This Statement of Additional Information should be read with the
    prospectus of Federated Intermediate Municipal Trust  (formerly
    "Intermediate Municipal Trust") (the "Fund")  dated July 31, 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 July 31, 1995
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of
Federated Investors
General Information About the
Trust                                   1
Investment Objective and Policies       1
 Acceptable Investments                1
 When-Issued and Delayed
   Delivery Transactions                2
 Temporary Investments                 2
 Portfolio Turnover                    3
 Investment Limitations                3
Management of Intermediate
Municipal Trust                         5
 Officers and Trustees                 5
 Fund Ownership                        9
 Trustees' Compensation               10
 Trustee Liability                    10
Investment Advisory Services           11
 Adviser to the Fund                  11
 Advisory Fees                        11
 Other Related Services               11
Administrative Services                11
Shareholder Services Agreement         11
Transfer Agent and Dividend
Disbursing Agent                       12
Brokerage Transactions                 12
 Conversion to Federal Funds          12
Determining Net Asset Value            12
 Determining Value of Securities      12
Redeeming Shares                       13
 Redemption in Kind                   13
Exchanging Securities for Fund
Shares                                 13
 Tax Consequences                     13
Tax Status                             13
 The Fund's Tax Status                13
 Shareholders' Tax Status             14
Total Return                           14
Yield                                  14
Tax-Equivalent Yield                   14
Performance Comparisons                15
About Federated Investors              16
 Mutual Fund Market                   16
Appendix                               18
General Information About the Trust
Intermediate Municipal Trust (the "Trust") was established as a
Massachusetts business trust under a Declaration of Trust dated May 31,
1985. On September 1, 1993, the name of the Trust was changed from
Federated Intermediate Municipal Trust to Intermediate Municipal Trust.
Investment Objective and Policies
The Fund's investment objective is to provide current income exempt from
federal regular income tax. The investment objective cannot be changed
without  approval of shareholders.
Acceptable Investments
The Fund invests at least 80% of its net assets in a diversified
portfolio of municipal securities with an average weighted maturity of
not less than three or more than ten years. The investment policy
objective stated above cannot be changed without the approval of
shareholders. The following investment policies may be changed without
shareholder approval.
   Characteristics
      The municipal securities in which the Fund invests have the
        characteristics set forth in the prospectus.
      A municipal security will be determined by the Fund's adviser to
        meet the quality standards established by the Trust's Board of
        Trustees (the "Trustees") if it is of comparable quality to
        municipal securities within the Fund's rating requirements. The
        Trustees consider the creditworthiness of the issuer of a
        municipal security, the issuer of a participation interest if
        the Fund has the right to demand payment from the issuer of the
        interest, or the guarantor of payment by either of those
        issuers. The Fund is not required to sell a municipal security
        if the security's rating is reduced below the required minimum
        subsequent to its purchase by the Fund. The investment adviser
        considers this event, however, in its determination of whether
        the Fund should continue to hold the security in its portfolio.
        If Moody's Investors Service, Inc. or Standard & Poor's Ratings
        Group ratings change because of changes in those organizations
        or in their rating systems, the Fund will try to use comparable
        ratings as standards in accordance with the investment policies
        described in the Fund's prospectus.
   Types of Acceptable Investments
      Examples of municipal securities are:
      -  municipal notes and tax-exempt commercial paper;
      -  serial bonds sold with a series of maturity dates;
      -  tax anticipation notes sold to finance working capital needs of
        municipalities in anticipation of receiving taxes;
      -  bond anticipation notes sold in anticipation of the issuance of
        longer-term bonds;
      -  pre-refunded municipal bonds refundable at a later date
        (payment of principal and interest on prerefunded bonds are
        assured through the first call date by the deposit in escrow of
        U.S. government securities); or
      -  general obligation bonds secured by a municipality's pledge of
        taxation.
   Participation Interests
      The financial institutions from which the Fund purchases
      participation interests frequently provide or secure from other
      financial institutions irrevocable letters of credit or guarantees
      and give the Fund the right to demand payment on specified notice
      (normally within thirty days) from the issuer of the letter of
      credit or guarantee. These financial institutions may charge
      certain fees in connection with their repurchase commitments,
      including a fee equal to the excess of the interest paid on the
      municipal securities over the negotiated yield at which the
      participation interests were purchased by the Fund. By purchasing
      participation interests, the Fund is buying a security meeting the
      maturity and quality requirements of the Fund and is also
      receiving the tax-free benefits of the underlying securities.
      In the acquisition of participation interests, the Fund's
      investment adviser will consider the following quality factors:
      -  a high-quality underlying municipal security (of which the
        Trust takes possession);
      -  a high-quality issuer of the participation interest; or
      -  a guarantee or letter of credit from a high-quality financial
        institution supporting the participation interest.
   Variable Rate Municipal Securities
      Variable interest rates generally reduce changes in the market
      value of municipal securities from their original purchase prices.
      Accordingly, as interest rates decrease or increase, the potential
      for capital appreciation or depreciation is less for variable rate
      municipal securities than for fixed income obligations.
      Many municipal securities with variable interest rates purchased
      by the Fund are subject to repayment of principal (usually within
      seven days) on the Fund's demand. The terms of these variable rate
      demand instruments require payment of principal and accrued
      interest from the issuer of the municipal obligations, the issuer
      of the participation interests, or a guarantor of either issuer.
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. Settlement dates may be a
month or more after entering into these transactions, and the market
values of the securities purchased may vary from the purchase prices. 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 may engage
in when-issued and delayed delivery transactions to an extent that would
cause the segregation of an amount up to 20% of the total value of its
assets.
Temporary Investments
The Fund may also invest in temporary investments, from time to time,
for temporary, defensive purposes. The Fund does not presently intend to
invest in taxable temporary investments in the coming year. The Fund
might invest in temporary investments:
   -  while waiting to invest proceeds of sales of portfolio securities,
      although generally such proceeds will be invested in municipal
      securities as quickly as possible;
   -  in anticipation of redemption requests; or
   -  for temporary defensive purposes, in which case the Fund may
      invest more than 20% of the value of its net assets in cash or
      cash items, U.S. Treasury bills or securities issued or guaranteed
      by the U.S. government, its agencies or instrumentalities, or
      repurchase agreements.
The Fund will not purchase temporary investments (other than securities
of the U.S. government, its agencies or instrumentalities) if, as a
result of the purchase, 25% or more of the value of its total assets
would be invested in any one industry.
   Repurchase Agreements
      Repurchase agreements are arrangements in which banks,
      broker/dealers, and other recognized financial institutions sell
      U.S. government or agency 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 within one year from the date
      of acquisition. The Fund or its custodian will take possession of
      the securities subject to repurchase agreements. 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. 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 may only enter into repurchase
      agreements with banks and other recognized financial institutions
      such as broker/dealers which are found by the Fund's adviser to be
      creditworthy pursuant to guidelines established by the Trustees.
      The Fund's adviser will also monitor the creditworthiness of the
      seller.
From time to time, such as when suitable municipal securities are not
available, the Fund may invest a portion of its assets in cash. Any
portion of the Fund's assets maintained in cash will reduce the amount
of assets in municipal securities and thereby reduce the Fund's yield.
Portfolio Turnover
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. During the fiscal
years ended May 31, 1995 and 1994, the portfolio turnover rates were 11%
and 7%, respectively.
Investment Limitations
   Diversification of Investments
      With respect to 75% of the value of the Fund's total assets, the
      Fund will not purchase securities of any one issuer (other than
      securities issued or guaranteed by the government of the United
      States or its agencies or instrumentalities) if as a result more
      than 5% of the value of its total assets would be invested in the
      securities of that issuer.
      Under this limitation, each governmental subdivision, including
      states and the District of Columbia, territories, possessions of
      the United States, or their political subdivisions, agencies,
      authorities, instrumentalities, or similar entities, will be
      considered a separate issuer if its assets and revenues are
      separate from those of the governmental body creating it and the
      security is backed only by its own assets and revenues.
      Industrial development bonds backed only by the assets and
      revenues of a nongovernmental user are considered to be issued
      solely by that user. If in the case of an industrial development
      bond or government-issued security, a governmental or some other
      entity guarantees the security, such guarantee would be considered
      a separate security issued by the guarantor, subject to a limit on
      investments in the guarantor of 10% of total assets.
   Acquiring Securities
      The Fund will not acquire the voting securities of any issuer,
      except as part of a merger, consolidation, reorganization, or
      acquisition of assets. It will not invest in securities issued by
      any other investment company or investment trust.
   Concentration of Investments
      The Fund does not intend to purchase securities (other than pre-
      refunded municipal bonds prior to the termination of the escrow
      arrangement, securities guaranteed by the U.S. government or its
      agencies or direct obligations of the U.S. government) if, as a
      result of such purchases, 25% or more of the value of its total
      assets would be invested in a governmental subdivision in any one
      state, territory, or possession of the United States.
      This policy applies to securities which are related in such a way
      that an economic, business, or political development affecting one
      security would also affect the other securities (such as
      securities paid from revenues from selected projects in
      transportation, public works, education, or housing).
   Borrowing
      The Fund will not borrow money except as a temporary measure for
      extraordinary or emergency purposes and then only in amounts not
      in excess of 5% of the value of its total assets or in an amount
      up to one-third of the value of its total assets, including the
      amount borrowed, in order to meet redemption requests without
      immediately selling portfolio securities. This borrowing provision
      is not for investment leverage but solely to facilitate management
      of the portfolio by enabling the Fund to meet redemption requests
      when the liquidation of portfolio securities would be inconvenient
      or disadvantageous. Interest paid on borrowed funds will serve to
      reduce the Fund's income. The Fund will liquidate any such
      borrowings as soon as possible and may not purchase any portfolio
      securities while any borrowings are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or hypothecate any assets
      except to secure permitted borrowings. In those cases, it may
      mortgage, pledge or hypothecate assets having a market value not
      exceeding 10% of the value of total assets at the time of the
      borrowing.
   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.
   Issuing Senior Securities
      The Fund will not issue senior securities except for delayed-
      delivery and when-issued transactions and futures contracts, each
      of which might be considered senior securities. In addition, the
      Fund reserves the right to purchase municipal securities which the
      Fund has the right or obligation to sell to a third party
      (including the issuer of a participation interest).
   Investing in Real Estate
      The Fund will not purchase or sell real estate, although it may
      invest in municipal securities secured by real estate or interests
      in real estate.
   Investing in Commodities and Minerals
      The Fund will not purchase or sell commodities, commodity
      contracts, or oil, gas, or other mineral exploration or
      development programs or leases.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except that it may
      acquire publicly or nonpublicly issued municipal securities as
      permitted by its investment objective and policies.
   Dealing in Puts And Calls
      The Fund will not purchase or sell puts, calls, straddles,
      spreads, or any combination of them, except that the Fund may
      purchase put options on municipal securities in an amount up to
      10% of its total assets or may purchase municipal securities
      accompanied by agreements of sellers to repurchase them at the
      Fund's option.
   Investing in New Issuers
      The Fund will not invest more than 5% of the value of its total
      assets in industrial development bonds where the payment of
      principal and interest are the responsibility of a company with a
      record of less than three years of continuous operation, including
      the operation of any predecessor.
Except as noted, the above investment limitations cannot be changed
without shareholder approval. The following restrictions, however, may
be changed by the Trustees without shareholder approval. Except as
noted, shareholders will be notified before any material change in these
limitations becomes effective.
   Selling Short and Buying On Margin
      The Fund will not sell any securities short or purchase any
      securities on margin, but may obtain such short-term credits as
      may be necessary for clearance of purchases and sales of
      securities.
   Investing in Issuers Whose Securities Are Owned by Officers of the
   Trust
      The Fund will not purchase or retain the securities of any issuer
      if the Officers and Trustees of the Trust or its investment
      adviser, owning individually more than 1/2 of 1% of the issuer's
      securities, together own more than 5% of the issuer's securities.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of its net assets in
      securities which are illiquid, 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.
In addition, to comply with investment restrictions of a certain state,
the Fund will not invest in real estate limited partnerships.
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 has no present
intent to borrow money, pledge securities, or purchase put options
during the coming year.
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."
Management of Intermediate Municipal Trust
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupationsduring the past  five years, birthdates and present
positions, including any affiliation with Federated Management,
Federated Investors, Federated Securities Corp., Federated Services
Company, Federated Administrative Services, Federated Shareholder
Services, and the Funds (as defined below).

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.; Chief Executive
Officer and Director, Trustee, or Managing General Partner of the Funds.
Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Company.

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

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

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, 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
Vi
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
M
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director,
Trustee, or Managing General Partner of the Funds.

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:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-
profit entities; Director, Trustee, or Managing General Partner of the
Funds.

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 Company.

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.

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.

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 Trustee handles the responsibilities of the Board
         of Trustee  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 6, 1995, the following shareholders of record owned 5% or
more of the outstanding  Shares of the Fund: United Jersey Bank,
Hackensack, NJ, owned approximately 1,772,092 Shares 8.21%.

Trustees' Compensation
                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM              TOTAL COMPENSATION PAID
TRUST                   TRUST *#             FROM FUND COMPLEX +

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

Thomas G. Bigley     $958        $ 20,688 for the Trust and
Trustee                          49 other investment companies of the Fund
Complex

John T. Conroy, Jr.  $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
William J. Copeland  $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
James E. Dowd        $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.          $ 1,286  $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.          $ 2,371  $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Glen R. Johnson      $ 0         $ 0 for the Trust and
Trustee                          8 other investment companies in the Fund 
                                 Complex
Peter E. Madden      $ 1,091     $ 90,563 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Gregor F. Meyer      $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
John E. Murray, Jr.  $ 632       $ 0 for the Trust and
Trustee                          69 other investment companies in the Fund
Complex
Wesley W. Posvar     $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Marjorie P. Smuts    $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex

*Information is furnished for the fiscal year ended May 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised
of three portfolios.
+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 of the voting securities
of Federated Investors are owned by a trust, the Trustees of which are
John F. Donahue, his wife, and his son, J. Christopher Donahue.
 The Adviser shall not be liable to the Trust, the Fund, or any
shareholder for any losses that may be sustained in the purchase,
holding, or sale of any security, or for anything done or omitted by it,
except acts or omissions involving willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties imposed upon it by its
contract with the Fund
Advisory Fees
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus. During the fiscal years
ended May 31, 1995, 1994, and 1993, the Adviser earned $1,038,460,
$1,224,249, and $842,542, respectively, which were reduced by $6,917,
$308,350, and $324,118, respectively, because of undertakings to limit
the Fund's expenses.
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitation
      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 2.5% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1.5% 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
      expense 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 as
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 Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may, hereinafter, collectively be referred
to as the "Administrators.") For the fiscal years ended May 31, 1995,
1994, and 1993, the Administrators earned $196,539, $303,207, and
$271,801, respectively, none of which was waived. Dr. Henry 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 Federated Administrative Services.
 Shareholder Services Agreement
This arrangement permits the payment of fees to Federated Shareholder
Services and, indirectly, to financial institutions, 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: 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.
For the fiscal period ending May 31, 1995 and 1994, the Fund paid
shareholder service fees in the amount of $1,881 and $833, respectively,
all of which was paid to financial institutions.
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 Trust'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
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. 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 Federated Funds. The
Adviser makes decisions on portfolio transactions and selects brokers
and dealers subject to review by the Trustees.
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 relationship 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 Federated Funds and other
accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have
paid, it would tend to reduce their expenses.
Purchasing Shares
Shares are sold at their net asset value without a sales load on days
the New York Stock Exchange is open for business. The procedure for
purchasing Shares is explained in the prospectus under "Investing in the
Fund."
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. This conversion must be made before shares are purchased. State
Street Bank and Trust Company ("State Street Bank") acts as the
shareholder's agent in depositing checks and converting them to federal
funds.
Determining Net Asset Value
Net asset value generally changes each day. The days on which net asset
value is calculated by the Fund are described in the prospectus.
Determining Value of Securities
The values of the Fund's portfolio securities are determined as follows:
   -  according to prices provided by independent pricing services,
      which do not include market prices for the Fund's specific
      portfolio securities and may be determined without exclusive
      reliance on quoted prices, and which may take into account
      appropriate factors such as yield, quality, coupon rate, maturity,
      type of issue, trading characteristics and other market data
      employed in determining valuations for such securities; or
   -  for short-term obligations with remaining maturities of 60 days or
      less, at the time of purchase, at amortized cost unless the
      Trustees determine that particular circumstances of the security
      indicate otherwise.
Redeeming Shares
The Fund redeems shares at the next computed net asset value after the
Fund receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Shares." Although State
Street Bank 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.
Redemption in Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
Redemption in kind will be made in conformity with applicable Securities
and Exchange Commission rules, taking such securities at the same value
employed in determining net asset value and selecting the securities in
a manner the Trustees determine to be fair and equitable.
The Fund has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940, as amended,  under which the Trust is obligated to
redeem shares for any one shareholder in cash only up to the lesser of
$250,000 or 1% of  the Fund's net asset value during any 90-day period.
Exchanging Securities for Fund Shares
Investors may exchange municipal securities they already own for shares
or they may exchange a combination of municipal securities and cash for
shares. An investor should forward the securities in negotiable form
with a letter of transmittal and authorization 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 Fund 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 Trust, 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 of 1986, 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
   Capital Gains
      Capital gains or losses may be realized by the Fund on the sale of
      portfolio securities and as a result of discounts from par value
      on securities held to maturity. Sales would generally be made
      because of:
      -  the availability of higher relative yields;
      -  differentials in market values;
      -  new investment opportunities;
      -  changes in creditworthiness of an issuer; or
      -  an attempt to preserve gains or limit losses.
      Distributions of long-term capital gains are taxed as such,
      whether they are taken in cash or reinvested, and regardless of
      the length of time the shareholder has owned the shares. Any loss
      by a shareholder on Fund shares held for less than six months and
      sold after a capital gains distribution will be treated as a long-
      term capital loss to the extent of the capital gains distribution.
Total Return
The Fund's average annual total returns for  the Fund, and its
predecessor, Instutional Shares of the Fund (when the Fund was offered
with separate classes of shares) for the one-year and five-year periods
ended May 31, 1995, and for the period from December 26, 1985 (effective
date of the Trust's registration statement) to May 31, 1995, were 5.67%,
7.10% and 6.63%, respectively.
The average annual total return for 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, adjusted over the period by any additional shares, assuming the
monthly reinvestment of all dividends and distributions.
Yield
The Fund's yield for the thirty-day period ended May 31, 1995, was
4.39%.
The yield for shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by the Fund over a thirty-day period by the maximum
offering price per share on the last day of the period. This value is
then annualized using semi-annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a twelve-month period and is reinvested every
six months. The yield does not necessarily reflect income actually
earned by the 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 shareholders.
To the extent that financial institutions and brokers/dealers charge
fees in connection with services provided in conjunction with an
investment in the Fund, performance will be reduced for those
shareholders paying those fees.
Tax-Equivalent Yield
The Fund's tax-equivalent yields for the thirty-day period ended May 31,
1995, was 6.10%
The tax-equivalent yield of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a 28% tax rate and
assuming that income is 100% tax-exempt.
   Tax-Equivalency Table
      The Fund may also use a tax-equivalency table in advertising and
      sales literature. The interest earned by the municipal bonds in
      the Fund's portfolio generally remains free from federal regular
      income tax,* and is often free from state and local taxes as well.
      As the table below indicates, a "tax-free" investment is an
      attractive choice for investors, particularly in times of narrow
      spreads between tax-free and taxable yields.
     
     TAXABLE YIELD EQUIVALENT FOR 1995
           MULTISTATE MUNICIPAL FUNDS
     FEDERAL INCOME TAX BRACKET:
                 15.00%   28.00%       31.00%        36.00%        39.60%

     
     JOINT         $1-   $39,001-     $94,251-     $143,601-        OVER
     RETURN      39,000   94,250      143,600       256,500       256,500
     
     SINGLE        $1-   $23,351-     $56,551-     $117,951-        OVER
     RETURN      23,350   56,550      117,950       256,500       256,500

Tax-Exempt
Yield                         Taxable Yield Equivalent

      1.00%      1.18%      1.39%       1.45%        1.56%
     1.66%
      1.50%      1.76%      2.08%       2.17%        2.34%
     2.48%
      2.00%      2.35%      2.78%       2.90%        3.13%
     3.31%
      2.50%      2.94%      3.47%       3.62%        3.91%
     4.14%
      3.00%      3.53%      4.17%       4.35%        4.69%
     4.97%
      3.50%      4.12%      4.86%       5.07%        5.47%
     5.79%
      4.00%      4.71%      5.56%       5.80%        6.25%
     6.62%
      4.50%      5.29%      6.25%       6.52%        7.03%
     7.45%
      5.00%      5.88%      6.94%       7.25%        7.81%
     8.28%
      5.50%      6.47%      7.64%       7.97%        8.59%
     9.11%
      6.00%      7.06%      8.33%       8.70%        9.38%
     9.93%
      6.50%      7.65%      9.03%       9.42%       10.16%
     10.76%
      7.00%      8.24%      9.72%      10.14%       10.94%
     11.59%
      7.50%      8.82%     10.42%      10.87%       11.72%
     12.42%
      8.00%      9.41%     11.11%      11.59%       12.50%
     13.25%
     
     Note:  The maximum marginal tax rate for each bracket was used in
     calculating the taxable yield equivalent. Furthermore, additional
     state and local taxes paid on comparable taxable investments were
     not used to increase federal deductions.
     
     The chart above is for illustrative purposes only.  It is not an
     indicator of past or future performance of Fund shares.
     *  Some portion of the Fund's income may be subject to the federal
     alternative minimum tax and state and local income taxes.
Performance Comparisons
The performance of  the Fund depends on 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 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 offering price over a specific period of time. From time
      to time, the Fund will quote its Lipper ranking in the
      intermediate municipal bond funds category in advertising and
      sales literature.
   -  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.
   -  Lehman Brothers Five-Year State General Obligation Bonds is an
      index comprised of all state general obligation debt issues with
      maturities between four and six years. These bonds are rated A or
      better and represent a variety of coupon ranges. Index figures are
      total returns calculated for one, three, and twelve month periods
      as well as year-to-date. Total returns are also calculated as of
      the index inception, December 31, 1979.
   -  Lehman Brothers Ten-Year State General Obligation Bonds is an
      index comprised of the same issues noted above except that the
      maturities range between nine and eleven years. Index figures are
      total returns calculated for the same periods as listed above.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on non-standardized base periods. These
total returns represent the historic change in the value of an
investment in the Fund based on monthly reinvestment of dividends over a
specified period of time.
About 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 municipal sector, as of December 31, 1994, Federated managed 18
bond funds with approximately $1.9 billion in assets and 18 money market
funds with approximately $6.6 billion in total assets.  In 1976,
Federated introduced one of the first municipal bond mutual funds in the
industry and is now one of the largest institutional buyers of municipal
securities.
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.

* SOURCE: Investment Company Institute
Appendix
Standard and Poor's Ratings Group ("S&P") Municipal Bond Ratings
AAA--Debt rated "AAA" has the highest rating assigned by  S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Moody's Investors Service, Inc. Municipal Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond
rating system. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks in
the lower end of its generic rating category.
Fitch Investors Service, Inc. Investment Grade Bond Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA." Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the "AAA"
category.
Standard and Poor's Ratings Group Municipal Note Ratings
SP-1--Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics
will be given a plus sign (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
Moody's Investors Service, Inc. Short-Term Loan Ratings
MIG1/VMIG1--This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support
or demonstrated broad based access to the market for refinancing.
MIG2/VMIG2--This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
Standard and Poor's Ratings Group Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+)
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for
issues designated A-1.
Moody's Investors Service, Inc. Commercial Paper Ratings
PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
PRIME-1 repayment capacity will normally be evidenced by the following
characteristics:
   -  leading market positions in well-established industries;
   -  high rates of return on funds employed;
   -  conservative capitalization structure with moderate reliance on
      debt and ample asset protection;
   -  broad margins in earning coverage of fixed financial charges and
      high internal cash generation; and
   -  well-established access to a range of financial markets and
      assured sources of alternative liquidity.
PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.

Cusip 458810108
8061702B (7/95)
    


   
- --------------------------------------------------------------------------------
    FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
    (FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)
     (A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
     PROSPECTUS
     
   
     The  shares  of  Federated Pennsylvania  Intermediate  Municipal Trust
     (formerly, "Pennsylvania Intermediate  Municipal Trust") (the  "Fund")
     offered  by this  prospectus represent interests  in a non-diversified
     portfolio of securities of Intermediate Municipal Trust (the "Trust"),
     an open-end management investment company (a mutual fund).


     The investment  objective of  the Fund  is to  provide current  income
     which  is  exempt from  federal regular  income  tax and  the personal
     income taxes imposed  by the  Commonwealth of  Pennsylvania. The  Fund
     invests primarily in a portfolio of Pennsylvania municipal securities,
     including  securities of  states, territories, and  possessions of the
     United States which are not issued by or on behalf of the Commonwealth
     of Pennsylvania or  its political subdivisions,  but which are  exempt
     from federal regular income tax and Pennsylvania state personal income
     taxes.


     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  GOVERNMENTAL 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 Statement of Additional Information,  dated
     July  31,  1995,  with  the Securities  and  Exchange  Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement  of Additional  Information which  is in  paper form
     only, or a paper  copy of this prospectus,  if you have received  your
     prospectus  electronically, free of  charge by calling 1-800-235-4669.
     To obtain  other information  or  to make  inquiries about  the  Fund,
     contact the Fund at the address listed in the back of this prospectus.
    

     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY  OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
     Prospectus dated July 31, 1995
    
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS                              2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Pennsylvania Municipal Securities               6
  Investment Risks                                6
  Non-Diversification                             7
  Investment Limitations                          7
INTERMEDIATE MUNICIPAL TRUST INFORMATION          8
- ---------------------------------------------------
  Management of the Trust                         8
  Distribution of Fund Shares                     9
  Administration of the Fund                      9
NET ASSET VALUE                                  10
- ---------------------------------------------------
INVESTING IN THE FUND                            10
- ---------------------------------------------------
  Share Purchases                                10
  Subaccounting Services                         11
  Minimum Investment Required                    11
  What Shares Cost                               11
  Exchanging Securities for Fund Shares          11
  Certificates and Confirmations                 12
  Dividends and Distributions                    12
  Capital Gains                                  12

REDEEMING SHARES                                 12
- ---------------------------------------------------
  Accounts with Low Balances                     13

SHAREHOLDER INFORMATION                          13
- ---------------------------------------------------
  Voting Rights                                  13
  Massachusetts Partnership Law                  14

TAX INFORMATION                                  14
- ---------------------------------------------------
  Federal Income Tax                             14
  Pennsylvania Taxes                             15
  Other State and Local Taxes                    15

PERFORMANCE INFORMATION                          16
- ---------------------------------------------------
FINANCIAL STATEMENTS                             17
- ---------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS         29
- ---------------------------------------------------
ADDRESSES                                        30
- ---------------------------------------------------
</TABLE>
    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
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)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                                  ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.00%
12b-1 Fee.........................................................................................       None
Total Other Expenses (after expense reimbursement)................................................      0.45%
  Shareholder Services Fee (after waiver) (2)..........................................      0.10%
        Total Fund Operating Expenses (3).........................................................      0.45%
<FN>
(1)  The management fee has been reduced to reflect the waiver of the management
     fee. The maximum management fee is 0.50%
(2)  The maximum shareholder services fee is 0.25%
(3)   The total Fund operating expenses in the table above are based on expenses
     expected during  the  fiscal year  ending  May  31, 1996.  The  total  Fund
     operating  expenses were 0.45% for  the fiscal year ended  May 31, 1995 and
     would have been 4.40% absent  the voluntary reimbursement of certain  other
     operating expenses and reductions to meet state limitations.
</TABLE>

    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and  expenses that  a shareholder of  the Fund  will bear,  either
directly  or indirectly. For more complete descriptions of the various costs and
expenses,  see  "Investing  in  the  Fund"  and  "Intermediate  Municipal  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.................................................     $5         $14        $25        $57
</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.
     
                                       1
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 29.

<TABLE>
<CAPTION>
                                                                         YEAR ENDED MAY 31,
                                                                     --------------------------
                                                                         1995        1994(a)
- -------------------------------------------------------------------  ------------  ------------
<S>                                                                  <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                 $   9.85      $  10.00
- -------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------
  Net investment income                                                  0.48          0.23
- -------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                 0.21         (0.15)
- -------------------------------------------------------------------  ------------  ------------
  Total from investment operations                                       0.69          0.08
- -------------------------------------------------------------------  ------------  ------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------
  Distributions from net investment income                              (0.48)        (0.23)
- -------------------------------------------------------------------  ------------  ------------
NET ASSET VALUE, END OF PERIOD                                       $  10.06      $   9.85
- -------------------------------------------------------------------  ------------  ------------
                                                                     ------------  ------------
TOTAL RETURN (b)                                                         7.35%         0.76%
- -------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------
  Expenses                                                               0.45%         0.25%(c)
- -------------------------------------------------------------------
  Net investment income                                                  5.11%         4.76%(c)
- -------------------------------------------------------------------
  Expense waiver/reimbursement                                           3.95%(d)      5.06%(c)(e)
- -------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------
  Net assets, end of period (000 omitted)                               $8,344        $2,881
- -------------------------------------------------------------------
  Portfolio turnover                                                       41%           39%
- -------------------------------------------------------------------
<FN>
(a)  Reflects operations for the period from  December 5, 1993 (date of  initial
     public investment) to May 31, 1994.
(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)  The Adviser waived $32,714  of the investment  advisory fee and  reimbursed
     $86,896  of other expenses, which represent  0.50% and 1.33% of average net
     assets, respectively, to comply with certain state expense limitations. The
     remainder of the waiver/reimbursement was voluntary. This expense  decrease
     is  reflected in  both the expense  and net investment  income ratios shown
     above.
(e)  This voluntary expense decrease  is reflected in both  the expense and  net
     investment income ratios shown above.
</TABLE>

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

Further  information about  the Fund's  performance is  contained in  the Fund's
annual report for the fiscal year ended May 31, 1995, which can be obtained free
of charge.
    

                                       2

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

   
The Trust was established as a Massachusetts business trust under a  Declaration
of Trust dated May 31, 1985. The Declaration of Trust permits the Trust to offer
separate  series  of shares  of  beneficial interest  representing  interests in
separate portfolios  of securities.  The  shares in  any  one portfolio  may  be
offered in separate classes.

Shares  of the Fund are designed for  the investment of moneys generally held by
financial institutions in a fiduciary capacity. A minimum initial investment  of
$25,000  over  a 90-day  period  is required.  The Fund  may  not be  a suitable
investment for non-Pennsylvania taxpayers or retirement plans since Pennsylvania
municipal securities are not likely to produce competitive after-tax yields  for
such persons and entities when compared to other investments.

Shares  are sold and redeemed at net asset value without a sales load imposed by
the Fund.
     
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
    
The investment objective of  the Fund is to  provide current income exempt  from
federal  regular  income  tax  and  the personal  income  taxes  imposed  by the
Commonwealth of Pennsylvania. Interest  income of the Fund  that is exempt  from
federal  regular income tax  and Pennsylvania state  personal income tax retains
its tax-free  status  when distributed  to  the Fund's  shareholders.  The  Fund
pursues  its investment objective by investing at least 80% of its net assets in
a non-diversified portfolio of Pennsylvania municipal securities. The  portfolio
has  a dollar-weighted average maturity of not  less than three or more than ten
years. While there  is no assurance  that the Fund  will achieve its  investment
objective,  it endeavors to do so by following the investment policies described
in this prospectus. The investment objective and the policy stated above  cannot
be changed without approval of shareholders.
     
INVESTMENT POLICIES
    
The  investment policies described below may be changed by the Board of Trustees
(the "Trustees")  without shareholder  approval. Shareholders  will be  notified
before any material change in these policies becomes effective.
     
ACCEPTABLE INVESTMENTS.  The Pennsylvania municipal securities in which the Fund
invests are:

    - obligations  issued by or  on behalf of  the Commonwealth of Pennsylvania,
      its political subdivisions, or agencies;

    - debt obligations  of any  state, territory,  or possession  of the  United
      States, or any political subdivision of any of these; and

    - participation   interests,  as  described  below,  in  any  of  the  above
      obligations,

                                       3

the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund  and/or the investment adviser to the  Fund,
exempt  from  both federal  regular  income tax  and  the personal  income taxes
imposed by the Commonwealth of Pennsylvania.

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

AVERAGE  MATURITY.  The dollar-weighted average maturity of the Fund's portfolio
of Pennsylvania municipal securities will not  be less than three years or  more
than ten years. For purposes of determining the dollar-weighted average maturity
of  the  Fund's portfolio,  the maturity  of  a municipal  security will  be its
ultimate maturity, unless it  is probable that the  issuer of the security  will
take  advantage of  maturity-shortening devices  such as  a call,  refunding, or
redemption provision, in which case the maturity date will be the date on  which
it  is probable that the security will  be called, refunded, or redeemed. If the
municipal security includes  the right to  demand payment, the  maturity of  the
security   for  purposes  of  determining  the  Fund's  dollar-weighted  average
portfolio maturity will be  the period remaining until  the principal amount  of
the security can be recovered by exercising the right to demand payment.

CHARACTERISTICS.  The municipal securities in which the Fund invests are:

   
    - rated within the three highest ratings for municipal securities by Moody's
      Investors  Service, Inc.  ("Moody's") (Aaa, Aa,  or A),  Standard & Poor's
      Ratings Group ("S&P") (AAA,  AA, or A), or  Fitch Investors Service,  Inc.
      ("Fitch") (AAA, AA, or A);
    

    - guaranteed  at  the time  of purchase  by  the U.S.  government as  to the
      payment of principal and interest;

    - fully collateralized by an escrow  of U.S. government securities or  other
      securities acceptable to the Fund's adviser;

   
    - rated  at the time of purchase within Moody's highest short-term municipal
      obligation rating  (MIG1/VMIG1) or  Moody's highest  municipal  commercial
      paper  rating (PRIME-1) or S&P's highest municipal commercial paper rating
      (SP-1);
    

   
    - unrated if, at the  time of purchase, other  municipal securities of  that
      issuer are rated A or better by Moody's, S&P, or Fitch; or

    - unrated  if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's investment adviser.

If a security is subsequently downgraded, the adviser will determine whether  it
continues  to be an acceptable investment; if  not, the security will be sold. A
description of  the  rating categories  is  contained  in the  Appendix  to  the
Statement of Additional Information.
     
   
PARTICIPATION  INTERESTS.   The Fund  may purchase  participation interests from
financial institutions  such  as  commercial banks,  savings  associations,  and
insurance  companies. These participation  interests give the  Fund an undivided
interest in Pennsylvania municipal  securities. The financial institutions  from
which  the Fund purchases  participation interests frequently  provide or secure
irrevocable letters of  credit or  guarantees to assure  that the  participation
interests are of high quality.
    

                                       4
   
The  Trustees will determine whether participation interests meet the prescribed
quality standards for the Fund.
     
VARIABLE  RATE  MUNICIPAL  SECURITIES.    Some  of  the  Pennsylvania  municipal
securities  which the Fund purchases may  have variable interest rates. Variable
interest rates are  ordinarily stated as  a percentage of  a published  interest
rate,  interest  rate index,  or a  similar  standard, such  as the  91-day U.S.
Treasury bill  rate. Many  variable  rate municipal  securities are  subject  to
payment  of principal  on demand by  the Fund in  not more than  seven days. All
variable rate municipal securities will meet the quality standards for the Fund.
The Fund's investment adviser has been instructed by the Trustees to monitor the
pricing, quality,  and  liquidity of  the  variable rate  municipal  securities,
including  participation interests  held by the  Fund on the  basis of published
financial information and reports  of the rating  agencies and other  analytical
services.
    
MUNICIPAL  LEASES.    Also included  within  the general  category  of municipal
securities are  certain  lease  obligations  or  installment  purchase  contract
obligations  and participations therein (hereinafter collectively referred to as
"lease obligations")  of  municipal  authorities  or  entities.  Although  lease
obligations  do not constitute general obligations of the municipality for which
the municipality's taxing  power is  pledged, a lease  obligation is  ordinarily
backed  by the municipality's covenant to  budget for, appropriate, and make the
payments due  under  the lease  obligation.  Interest on  lease  obligations  is
tax-exempt to the same extent as if the municipality had issued debt obligations
to   finance  the  underlying  project   or  purchase.  However,  certain  lease
obligations  contain  "non-appropriation"   clauses  which   provide  that   the
municipality has no obligation to make lease or installment purchase payments in
future years unless money is appropriated for such purpose on a yearly basis. In
addition   to  the  "non-appropriation"  risk,   these  securities  represent  a
relatively new  type  of financing  that  has not  yet  developed the  depth  of
marketability   associated  with   more  conventional  bonds,   and  some  lease
obligations may be illiquid. Although "non-appropriation" lease obligations  are
generally  secured by  the leased property,  disposition of the  property in the
event of foreclosure might  prove difficult. In addition,  the tax treatment  of
such  obligations in the event of  "non-appropriation" is unclear. The Fund does
not intend to invest more than 10% of its total assets in lease obligations that
contain "non-appropriation" clauses.
     
If the Fund purchases unrated municipal leases, the Trustees will be responsible
for determining, on an ongoing basis, the credit quality of such leases and  the
likelihood that such leases will not be cancelled.

   
WHEN-ISSUED   AND  DELAYED  DELIVERY  TRANSACTIONS.     The  Fund  may  purchase
Pennsylvania municipal 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 the 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

                                       5

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.   The Fund  normally invests its  assets in  Pennsylvania
municipal  securities, as described above. However,  from time to time, when the
investment adviser  determines  that  market conditions  call  for  a  temporary
defensive  posture, the Fund may invest in short-term non-Pennsylvania municipal
tax-exempt  obligations  or  taxable  temporary  investments.  These   temporary
investments  include: notes  issued by  or on  behalf of  municipal or corporate
issuers; obligations issued or guaranteed by the U.S. government, its  agencies,
or  instrumentalities; other debt securities;  commercial paper; certificates of
deposit  of  banks;  and  repurchase  agreements  (arrangements  in  which   the
organization  selling the Fund a bond or temporary investment agrees at the time
of sale to repurchase it at a mutually agreed upon time and price).
    
There are no rating  requirements applicable to  temporary investments with  the
exception of temporary municipal securities which are subject to the same rating
requirements  as  all  other municipal  securities  in which  the  Fund invests.
However, the investment  adviser will  limit temporary investments  to those  it
considers to be of comparable quality to the acceptable investments of the Fund.
     
Although  the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income  tax
or Pennsylvania state personal income tax.

PENNSYLVANIA MUNICIPAL SECURITIES

Pennsylvania  municipal securities are generally issued to finance public works,
such as  airports, bridges,  highways, housing,  hospitals, mass  transportation
projects,  schools, streets, and water and sewer  works. They are also issued to
repay outstanding obligations,  to raise funds  for general operating  expenses,
and to make loans to other public institutions and facilities.

Pennsylvania municipal securities include industrial development bonds issued by
or  on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this  financing encourages these  corporations to locate  within
the sponsoring communities and thereby increases local employment.

The   two  principal  classifications  of   municipal  securities  are  "general
obligation" and "revenue"  bonds. General  obligation bonds are  secured by  the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal  and interest. However, interest on and principal of revenue bonds are
payable only from the revenue generated by the facility financed by the bond  or
other  specified sources of revenue. Revenue bonds  do not represent a pledge of
credit or  create any  debt  of or  charge against  the  general revenues  of  a
municipality  or public  authority. Industrial  development bonds  are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on  Pennsylvania municipal  securities depend  on a  variety of  factors,
including,  but not  limited to:  the general  conditions of  the municipal bond
market; the size of  the particular offering; the  maturity of the  obligations;
and  the  rating  of the  issue.  Further,  any adverse  economic  conditions or
developments affecting the  Commonwealth of Pennsylvania  or its  municipalities
could impact the

                                       6
   
Fund's  portfolio. The ability  of the Fund to  achieve its investment objective
also depends on the continuing ability of the issuers of Pennsylvania  municipal
securities  and participation  interests, or the  guarantors of  either, to meet
their obligations for the payment of interest and principal when due.  Investing
in Pennsylvania municipal securities which meet the Fund's quality standards may
not be possible if the Commonwealth of Pennsylvania or its municipalities do not
maintain   their  current   credit  ratings.   In  addition,   any  Pennsylvania
constitutional   amendments,    legislative    measures,    executive    orders,
administrative  regulations,  or  voter  initiatives  could  result  in  adverse
consequences affecting Pennsylvania municipal securities.
     
NON-DIVERSIFICATION
    
The Fund is a non-diversified investment  portfolio. As such, there is no  limit
on  the percentage  of assets  which can  be invested  in any  single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist  in
a   diversified  portfolio  of  securities  because  the  higher  percentage  of
investments among fewer issuers may result  in greater fluctuation in the  total
market  value of  the Fund's portfolio.  Any economic,  political, or regulatory
developments affecting the value of the securities in the Fund's portfolio  will
have a greater impact on the total value of the portfolio than would be the case
if the portfolio was diversified among more issuers.
     
The  Fund intends to comply  with Subchapter M of  the Internal Revenue Code, as
amended. This  undertaking requires  that at  the  end of  each quarter  of  the
taxable  year, with regard to  at least 50% of the  Fund's total assets, no more
than 5% of its total assets are  invested in the securities of a single  issuer;
beyond that, no more than 25% of its total assets are invested in the securities
of a single issuer.

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 arrangement  to buy  it back on  a set  date) or pledge
securities except,  under  certain circumstances,  the  Fund may  borrow  up  to
one-third  of the value of its total assets and pledge up to 10% of the value of
total assets to secure such  borrowings. The Fund does  not intend to engage  in
any borrowing during the coming fiscal year.
     
The above investment limitations cannot be changed without shareholder approval.
The  following  limitations, however,  can be  changed  by the  Trustees without
shareholder approval. Shareholders will be  notified before any material  change
in these limitations becomes effective.

In  order to  pass-through to  investors the tax-free  income from  the Fund for
purposes of Pennsylvania state  personal income taxes, the  Fund will invest  in
securities for income earnings rather than trading for profit. The Fund will not
vary   its  investments,  except  to:   (i)  eliminate  unsafe  investments  and
investments not  consistent with  the preservation  of the  capital or  the  tax
status  of  the investments  of  the Fund;  (ii)  honor redemption  orders, meet
anticipated redemption requirements, and  negate gains from discount  purchases;
(iii)  reinvest the earnings from securities  in like securities; or (iv) defray
normal administrative  expenses  (the "Pennsylvania  Investment  Restrictions").
Legislation   enacted  in  December  1993,   eliminates  the  necessity  of  the
Pennsylvania Investment  Restrictions. Consequently,  the Trustees  may vote  to
eliminate the Pennsylvania Investment Restrictions.

                                       7

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

INTERMEDIATE MUNICIPAL TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment  decisions for the Fund are  made by Federated Management, the Fund's
investment adviser (the "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  Fund's Adviser receives  an annual investment advisory
    fee equal to .50  of 1% of  the Fund's average daily  net assets. Under  the
    investment advisory contract, the Adviser may reimburse the Fund the amount,
    limited  to the amount  of the advisory  fee, by which  the Fund's aggregate
    annual operating  expenses,  including  its  investment  advisory  fee,  but
    excluding   interest,  taxes,  brokerage  commissions,  insurance  premiums,
    expenses of registering and qualifying the Fund and its shares under federal
    and state laws, expenses of  withholding taxes, and extraordinary  expenses,
    exceed  a certain percentage of its average  daily net assets. This does not
    include reimbursement to the Fund  of any expenses incurred by  shareholders
    who  use  the transfer  agent's sub-accounting  facilities. The  Adviser can
    terminate this voluntary reimbursement of expenses  at any time at its  sole
    discretion.  The  Adviser  has also  undertaken  to reimburse  the  Fund for
    operating expenses in excess of limitations established by certain states.
    
    ADVISER'S BACKGROUND.    Federated  Management, a  Delaware  business  trust
    organized  on April 11,  1989, is a registered  investment adviser under the
    Investment Advisers Act of 1940, as amended. 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.

    J.  Scott Albrecht  has been the  Fund's portfolio manager  since the Fund's
    inception. Mr. Albrecht joined Federated Investors  in 1989 and has been  an
    Assistant  Vice President of  the Adviser since 1992.  From 1989 until 1991,
    Mr. Albrecht acted as  an investment analyst. Mr.  Albrecht was a  municipal
    credit  analyst at Mellon Bank, N.A. from 1985 until 1989. Mr. Albrecht is a
    Chartered Financial  Analyst  and  received  his  M.S.  in  Management  from
    Carnegie Mellon University.

    Federated  Management and other subsidiaries of Federated Investors serve as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries

                                       8

    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.

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 Trustees, and  could
result in severe penalties.
    

DISTRIBUTION OF FUND SHARES

Federated  Securities Corp. is the principal distributor for shares of the Fund.
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.

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 funds  advised by
subsidiaries of Federated Investors (the "Federated Funds") as specified below:

<TABLE>
<CAPTION>
          MAXIMUM FEE           AVERAGE AGGREGATE DAILY NET ASSETS
        ---------------        ------------------------------------
        <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.

   
SHAREHOLDER  SERVICES.    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 the Fund  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

                                       9

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.

OTHER  PAYMENTS TO FINANCIAL INSTITUTIONS.   In addition to periodic payments to
financial institutions for shareholder services, certain financial  institutions
may  be  compensated  by  the  Adviser  or  its  affiliates  for  the continuing
investment of customers' assets in certain funds, including the Fund, advised by
those entities.  These payments  will be  made directly  by the  distributor  or
Adviser  from their assets, and will not be  made from the assets of the Fund or
by the assessment of a sales load on shares.
     
CUSTODIAN.  State Street Bank and  Trust Company ("State Street Bank"),  Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

   
TRANSFER  AGENT  AND DIVIDEND  DISBURSING  AGENT.   Federated  Services Company,
Boston, Massachusetts,  is  transfer agent  for  the  shares of  the  Fund,  and
dividend disbursing agent for the Fund.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.
     
NET ASSET VALUE
- --------------------------------------------------------------------------------

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

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

SHARE PURCHASES

Shares of the Fund are sold on days on which the New York Stock Exchange is open
for  business. Shares may be purchased either by wire or mail. The Fund reserves
the right to reject any purchase request.

To purchase shares of the Fund, open an account by calling Federated  Securities
Corp.  Information  needed  to establish  the  account  will be  taken  over the
telephone.

   
BY WIRE.  To purchase shares of the Fund by Federal Reserve wire, call the  Fund
before  1:00 p.m.  (Eastern time)  to place  an order.  The order  is considered
received immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time) that  day. Federal funds  should be wired  as follows:  Federated
Services   Company,   c/o  State   Street  Bank   and  Trust   Company,  Boston,
Massachusetts;  Attention:  EDGEWIRE;  For  Credit  to:  Federated  Pennsylvania
Intermediate  Municipal  Trust; Fund  Number (this  number can  be found  on the
Account Statement or  by contacting  the Fund);  Group Number  or Order  Number;
Nominee or Institution Name; and ABA Number 011000028.
    

                                       10

   
BY  MAIL.  To purchase shares of the Fund  by mail, send a check made payable to
Federated Pennsylvania  Intermediate  Municipal  Trust  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.  This
is normally the next business day after the check is received.
    

SUBACCOUNTING SERVICES

Financial  institutions are encouraged to  open single master accounts. However,
certain  financial  institutions   may  wish   to  use   the  transfer   agent's
subaccounting  system to minimize their internal recordkeeping requirements. The
transfer agent may  charge a fee  based on the  level of subaccounting  services
rendered.   Financial  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.

MINIMUM INVESTMENT REQUIRED

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

Individual  accounts established through  a bank or  broker may be  subject to a
different minimum investment requirement.

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

The  net asset  value is determined  as of  the close of  trading (normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, Monday  through  Friday,
except  on: (i) days on  which there are not sufficient  changes in the value of
the 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.
    

EXCHANGING SECURITIES FOR FUND SHARES

Investors  may  exchange  certain  municipal  securities  or  a  combination  of
securities  and cash for Fund shares. The securities and cash must have a market
value of  at  least  $25,000. The  Fund  reserves  the right  to  determine  the
acceptability of the securities to be exchanged. Securities accepted by the Fund
are  valued  in the  same manner  as  the Fund  values its  assets. Shareholders
wishing to exchange securities should first contact Federated Securities Corp.

                                       11

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.

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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared daily  and paid monthly 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,  unless shareholders  request cash  payments on  the new
account form or by  writing to Federated Services  Company. All shareholders  on
the record date are entitled to the dividend.

CAPITAL GAINS

Distributions  of net realized long term capital  gains realized by the Fund, if
any, will be made at least once every twelve months.

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

   
The Fund redeems shares at their net asset value 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 by telephone request or by written request.
    

   
BY  TELEPHONE.   Shareholders may  redeem their  shares by  telephoning the Fund
before 4:00 p.m. (Eastern time). All proceeds will normally be wire  transferred
the  following  business day,  but  in no  event more  than  seven days,  to the
shareholder's account at  a domestic  commercial bank that  is a  member of  the
Federal  Reserve System. If at any time the Fund shall determine it necessary to
terminate or modify this  method of redemption,  shareholders would be  promptly
notified.
    

An  authorization  form  permitting  the  Fund  to  accept  telephone redemption
requests must first be completed. It is recommended that investors request  this
privilege at the time of their initial application. If not completed at the time
of  initial application, authorization forms and information on this service can
be obtained through Federated Securities Corp. Telephone redemption instructions
may 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  such a  case should  occur, another
method of redemption, such as "By Mail," should be considered.

BY MAIL.    Shareholders may  redeem  shares by  sending  a written  request  to
Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600. The
written request should include the shareholder's name, the Fund name the account
number, and the share or dollar amount requested. If

                                       12

share  certificates have been issued, they  must be properly endorsed and should
be sent  by registered  or certified  mail to  Federated Services  Company,  500
Victory Road - 2nd Floor, Quincy, Massachusetts 02171 with the written request.
     
SIGNATURES.    Shareholders  requesting  a  redemption  of  $50,000  or  more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other  than to the shareholder of record  must
have signatures on written redemption requests guaranteed by:

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

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

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

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

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

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

   
Normally,  a check  for the  proceeds is  mailed to  the shareholder  within one
business day, but in no  event more than seven days,  after receipt of a  proper
written  redemption request provided the transfer agent has received payment for
shares from the shareholder.
    

ACCOUNTS WITH LOW BALANCES
    
Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  shares in any account and pay  the proceeds to the shareholder of record
if the account balance falls below the required minimum value of $25,000 due  to
shareholder  redemptions.  This  requirement  does not  apply,  however,  if the
balance falls below $25,000  because of changes in  the Fund's net asset  value.
Before  shares are redeemed to close an  account, the shareholder is notified in
writing and allowed 30  days to purchase additional  shares to meet the  minimum
requirement.
     
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  portfolio
in  the Trust have equal  voting rights except that  in matters affecting only a
particular fund, only shareholders of that fund are entitled to vote. As of July
3, 1995, Univest & Company, Souderton, Pennsylvania, owned 31.30% of the  voting
securities  of the Fund and,  therefore, may for certain  purposes, be deemed to
control the Fund and be able to affect the outcome of certain matters  presented
for a vote of shareholders.
    

                                       13

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 for  this  purpose shall  be called  by the
Trustees upon the  written request of  shareholders owning at  least 10% of  the
outstanding shares of all series in the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW
    
Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under  Massachusetts law  for  acts or  obligations  of the  Trust.  To
protect  shareholders  of the  Fund, the  Trust has  filed legal  documents with
Massachusetts that expressly  disclaim the  liability of  shareholders for  such
acts  or  obligations  of the  Trust.  These  documents require  notice  of this
disclaimer to be  given in each  agreement, obligation, or  instrument that  the
Trust or its Trustees enter into or sign on behalf of the Fund.
     
In  the unlikely event a  shareholder of the Fund  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 cannot meet its obligations to indemnify shareholders and  pay
judgments against them from its assets.

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

FEDERAL INCOME TAX
    
The  Fund will pay no federal income tax because it expects to meet requirements
of the Internal  Revenue Code of  1986, as amended  (the "Code"), 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.
     
Shareholders are not required to pay federal regular income tax on any dividends
received from  the Fund  that  represent net  interest on  tax-exempt  municipal
bonds.  However,  dividends  representing  net interest  income  earned  on some
municipal  bonds  may  be  included   in  calculating  the  federal   individual
alternative minimum tax or the federal alternative minimum tax for corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals  and 20% for  corporations, applies when it  exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased  by certain "tax preference" items  not
included  in  regular  taxable income  and  reduced  by only  a  portion  of the
deductions allowed in the calculation of the regular tax.

                                       14

Interest on certain  "private activity" bonds  issued after August  7, 1986,  is
treated  as a tax preference item  for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads,  schools,
libraries,  prisons, and other public facilities, private activity bonds provide
benefits to private parties. The Fund may purchase all types of municipal bonds,
including private activity  bonds. Thus, should  it purchase any  such bonds,  a
portion of the Fund's dividends may be treated as a tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent  interest on municipal bonds will  become subject to the 20% corporate
alternative minimum tax because  the dividends are  included in a  corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the  excess  of  a  taxpayer's  pre-tax  "adjusted  current  earnings"  over the
taxpayer's  alternative  minimum  taxable  income  as  a  tax  preference  item.
"Adjusted  current  earnings"  is  based upon  the  concept  of  a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any  Fund dividend, and  alternative minimum taxable  income does  not
include the portion of the Fund's dividend attributable to municipal bonds which
are  not  private  activity  bonds,  the  difference  will  be  included  in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some  temporary
investments and any realized net short-term gains are taxed as ordinary income.

These  tax  consequences apply  whether  dividends are  received  in cash  or as
additional shares. Information on the tax status of dividends and  distributions
is provided annually.

PENNSYLVANIA TAXES

   
The  Fund has received a ruling from the Commonwealth of Pennsylvania Department
of Revenue that interest or gain derived by the Fund from obligations free  from
state   taxation  in  Pennsylvania  is  not  taxable  on  pass-through  to  Fund
shareholders for purposes of Pennsylvania  personal income taxes. This is  based
upon  the existence of the Pennsylvania Investment Restrictions (see "Investment
Limitations"). However,  legislation enacted  in December  1993, eliminates  the
necessity  of the  Pennsylvania Investment  Restrictions. That  legislation also
generally repeals the Pennsylvania personal income tax exemption for gains  from
the  sale of tax-exempt  obligations, including the  exemption for distributions
from the  Fund  to  the extent  they  are  derived from  gains  from  tax-exempt
obligations.
    

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

    - the  Fund would  not be liable  to pay Pennsylvania  corporate or personal
      property taxes; and

    - Fund shares are exempt from personal property taxes imposed by counties in
      Pennsylvania to the extent that the  Fund invests in obligations that  are
      exempt from such taxes.

OTHER STATE AND LOCAL TAXES

Income  from the Fund is not necessarily  free from state income taxes in states
other than Pennsylvania or  from personal property taxes.  State laws differ  on
this issue, and shareholders are

                                       15

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,  yield,   and
tax-equivalent yield.
    

Total return represents the change, over a specific period of time, in the value
of  an investment  in the  Fund 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 the Fund  is calculated by dividing  the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the  Fund
over  a thirty-day period by the maximum offering price per share of the Fund on
the last day  of the period.  This number is  then annualized using  semi-annual
compounding. The tax-equivalent yield of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would have had
to  earn to equal its actual yield, assuming  a specific tax rate. The yield and
the tax-equivalent yield do  not necessarily reflect  income actually earned  by
the   Fund  and,  therefore,  may  not  correlate  to  the  dividends  or  other
distributions paid to shareholders.

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

                                       16

   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)
PORTFOLIO OF INVESTMENTS
MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL                                                        CREDIT
 AMOUNT                                                         RATING:*     VALUE
- ---------  --------------------------------------------------  ----------  ----------
<C>        <S>                                                 <C>         <C>
SHORT-TERM MUNICIPAL SECURITIES--4.2%
- -------------------------------------------------------------
 $300,000  Government Development Bank of Puerto Rico, Weekly
           VRDNs, (Credit Suisse and Sumitomo Bank Ltd. LOCs)    VMIG1     $  300,000
           --------------------------------------------------
  50,000   Government Development Bank of Puerto Rico, Weekly
           VRDNs, (Credit Suisse and Sumitomo Bank Ltd. LOCs)    VMIG1         50,000
           --------------------------------------------------              ----------
             TOTAL SHORT-TERM MUNICIPAL SECURITIES AT
             AMORTIZED COST                                                   350,000
           --------------------------------------------------              ----------
INTERMEDIATE-TERM MUNICIPAL SECURITIES--94.2%
- -------------------------------------------------------------
           PENNSYLVANIA--92.1%
           --------------------------------------------------
 100,000   Allegheny County, PA, 5.40% UT GO Bonds, (Series
           C-43)/ (MBIA Insured), 9/15/2005                       AAA         102,338
           --------------------------------------------------
 100,000   Allegheny County, PA, 6.00% UT GO Bonds, (Series
           C-39)/ (AMBAC Insured)/(Original Issue Yield:
           6.098%), 5/1/2012                                      Aaa         102,560
           --------------------------------------------------
 350,000   Allegheny County, PA, Hospital Development
           Authority, 5.45% Revenue Bonds, (Allegheny General
           Hospital)/(MBIA Insured), 9/1/2004                     AAA         358,652
           --------------------------------------------------
 600,000   Allegheny County, PA, Hospital Development
           Authority, (South Hills Health System), 5.90% -
           6.00%, 5/1/2003 - 5/1/2004                              A          615,456
           --------------------------------------------------
 100,000   Altoona Area School District, PA, 5.35% GO Bonds
           (Series 1994), (FGIC Insured) 1/15/2004                AAA         100,956
           --------------------------------------------------
 100,000   Altoona City Authority Water, Blair County, PA,
           5.60% Revenue Bonds, (Series A)/(FGIC Insured),
           11/1/2004                                              AAA         104,840
           --------------------------------------------------
 150,000   Berks County Municipal Authority Hospital, PA,
           5.40% Revenue Bonds, (Series B-1994)/(Reading
           Hospital and Medical Center)/(MBIA Insured),
           10/1/2004                                              AAA         153,185
           --------------------------------------------------
 100,000   Berks County Municipal Authority Hospital, PA,
           5.60% Revenue Bonds, (Reading Hospital and Medical
           Center)/(MBIA Insured) , 10/1/2006                     AAA         102,609
           --------------------------------------------------
 150,000   Cambria County, PA, 5.40% GO Bonds, (Series
           1994)/(FGIC Insured), 8/15/2004                        AAA         154,482
           --------------------------------------------------
</TABLE>
     
                                       17

FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
   
<TABLE>
<CAPTION>
PRINCIPAL                                                        CREDIT
 AMOUNT                                                         RATING:*     VALUE
- ---------  --------------------------------------------------  ----------  ----------
<C>        <S>                                                 <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------
           PENNSYLVANIA--CONTINUED
           --------------------------------------------------
 $100,000  Central Bucks School District, Bucks County, PA,
           5.40% GO Bonds, (Series 1994)/(FGIC Insured),
           5/15/2003                                              AAA      $  102,063
           --------------------------------------------------
 100,000   Central Bucks School District, Bucks County, PA,
           6.00% GO Bonds, (Series 1994)/(FGIC Insured),
           11/15/2003                                             AAA         107,968
           --------------------------------------------------
 150,000   Dauphin County, PA, General Authority, 6.00%
           Revenue Bonds, (Harrisburg International
           Airport)/(MBIA Insured), 6/1/2002                      AAA         156,283
           --------------------------------------------------
 150,000   Dauphin County, PA, General Authority, 6.10%
           Revenue Bonds, (Harrisburg International
           Airport)/(MBIA Insured), 6/1/2003                      AAA         156,330
           --------------------------------------------------
 125,000   Eastern York School District, PA, 5.55% GO Bonds,
           (MBIA Insured), 6/1/2003                               AAA         129,487
           --------------------------------------------------
 100,000   Elizabethtown Area School District, Lancaster
           County, PA, 5.45% GO Bonds, (Series 1994),
           2/15/2004                                               A          101,903
           --------------------------------------------------
 125,000   Franklin Park Boro, PA, 5.50% GO Bonds, 11/1/2004      AAA         129,738
           --------------------------------------------------
 500,000   Indiana County Hospital Authority, PA, 6.20%
           Revenue Bonds, (Indiana County Hospital)/(Series
           B)/(Connie Lee Insured), 7/1/2006                      AAA         526,920
           --------------------------------------------------
 325,000   Lower Dauphin, PA, School District, 5.75%, UT GO
           Bonds, (AMBAC Insured), 9/15/2002                      AAA         342,014
           --------------------------------------------------
 180,000   North Penn Water Authority, PA, 5.80% Revenue
           Bonds, (FGIC Insured), 11/1/2005                       AAA         188,525
           --------------------------------------------------
 110,000   North Penn Water Authority, PA, 6.10% Revenue
           Bonds, (FGIC Insured), 11/1/2003                       AAA         118,459
           --------------------------------------------------
 500,000   Northeastern, PA Hospital & Education Authority,
           6.10% Revenue Bonds, (Series 1994A)/(Wyoming
           Valley Health Care)/ (AMBAC Insured), 1/1/2003         AAA         533,035
           --------------------------------------------------
 150,000   Penn-Trafford School District, PA, 5.55% GO Bonds,
           (Series 1994)/(MBIA Insured), 5/1/2006                 AAA         154,997
           --------------------------------------------------
 100,000   Pennsylvania HFA, 5.30%, SFM Revenue Bonds,
           (Series 38), 4/1/2003                                   AA          99,297
           --------------------------------------------------
</TABLE>
    

                                       18

FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
   
<TABLE>
<CAPTION>
PRINCIPAL                                                        CREDIT
 AMOUNT                                                         RATING:*     VALUE
- ---------  --------------------------------------------------  ----------  ----------
<C>        <S>                                                 <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------
           PENNSYLVANIA--CONTINUED
           --------------------------------------------------
 $100,000  Pennsylvania HFA, 5.90%, SFM Revenue Bonds,
           10/1/2004                                               AA      $  103,693
           --------------------------------------------------
 100,000   Pennsylvania HFA, 5.90%, SFM Revenue Bonds,
           10/1/2005                                               AA         103,511
           --------------------------------------------------
 345,000   Pennsylvania HFA, 6.35%, SFM Revenue Bonds,
           (Series 43), 4/1/2001                                   AA         358,734
           --------------------------------------------------
 145,000   Pennsylvania State, 5.30% UT GO Bonds, 5/1/2004        AA-         148,302
           --------------------------------------------------
 100,000   Pennsylvania State, 6.30% UT GO Bonds, 11/1/2002       AA-         109,328
           --------------------------------------------------
 100,000   Pennsylvania State, 6.50% UT GO Bonds, (Series A),
           11/15/2010                                             AA-         107,555
           --------------------------------------------------
 200,000   Pennsylvania Higher Education Facilities
           Authority, 5.50% (State System of Higher
           Education)/(Series L)/(AMBAC Insured),6/15/2005        AAA         205,876
           --------------------------------------------------
 125,000   Pennsylvania Higher Education Facilities
           Authority, 6.00% Health Services Revenue Bonds,
           (University of Pennsylvania)/ (Series A- 1994),
           1/1/2003                                               AA-         131,995
           --------------------------------------------------
 125,000   Pennsylvania State Turnpike Commission, 5.45%
           Revenue Bonds, (Series P), 12/1/2002                    A1         129,034
           --------------------------------------------------
 100,000   Pennsylvania State University, 5.55% Revenue
           Bonds, (AMBAC Insured), 8/15/2006                      AAA         102,599
           --------------------------------------------------
 125,000   Perkiomen Valley School District, Montgomery
           County, PA, 5.50% GO Bonds, (Series 1994),
           2/1/2004                                                A1         128,035
           --------------------------------------------------
 300,000   Philadelphia, PA, Gas Works, 5.50% Revenue Bonds,
           (Series 14)/(FSA Insured), 7/1/2004                    AAA         308,073
           --------------------------------------------------
 150,000   Philadelphia, PA, Water and Wastewater, 5.50%
           Revenue Bonds, (FGIC Insured), 6/15/2003               AAA         155,917
           --------------------------------------------------
 100,000   Philadelphia, PA, Hospital and Higher Education
           Facilities Authority, 5.25% Revenue Bonds, (Wills
           Eye Hospital)/ (Series 1994)/(Original Issue
           Yield: 5.40%), 7/1/2003                                 A           98,062
           --------------------------------------------------
 100,000   Richland School District, Cambria County, PA,
           5.30% GO Bonds, (Series 1994)/(MBIA Insured),
           11/1/2003                                              AAA         102,866
           --------------------------------------------------
 125,000   Solanco School District, Lancaster County, PA,
           5.60% UT GO Bonds, (Series 1994)/(FGIC Insured),
           2/15/2004                                              AAA         129,427
           --------------------------------------------------
</TABLE>
    

                                       19
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL                                                        CREDIT
 AMOUNT                                                         RATING:*     VALUE
- ---------  --------------------------------------------------  ----------  ----------
<C>        <S>                                                 <C>         <C>
INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
- -------------------------------------------------------------
           PENNSYLVANIA--CONTINUED
           --------------------------------------------------
 $100,000  Spring Ford School District, PA, 5.80% UT GO
           Refunding Bonds, (FGIC Insured), 8/1/2005              AAA      $  103,136
           --------------------------------------------------
 200,000   Swarthmore Borough Authority, PA, 6.00% Revenue
           Bonds, 9/15/2006                                        AA         210,746
           --------------------------------------------------
 185,000   Warren County School District, PA, 5.85% UT GO
           Bonds (FGIC Insured), 9/1/2001                         AAA         193,094
           --------------------------------------------------
 110,000   Warren County School District, PA, 6.10% UT GO
           Bonds (FGIC Insured), 9/1/2003                         AAA         114,998
           --------------------------------------------------              ----------
               Total                                                        7,687,078
           --------------------------------------------------              ----------
           VIRGIN ISLANDS--2.1%
           --------------------------------------------------
 170,000   Virgin Islands HFA, 5.80%, SFM Revenue Refunding
           Bond, (GNMA Collateralized)/(Series A), 3/1/2005       AAA         173,407
           --------------------------------------------------              ----------
             TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
             (IDENTIFIED COST 7,575,031)                                    7,860,485
           --------------------------------------------------              ----------
             TOTAL INVESTMENTS (IDENTIFIED COST
             $7,925,031)(a)                                                $8,210,485
           --------------------------------------------------              ----------
                                                                           ----------
<FN>

 *   Please refer to the Appendix of the Statement of Additional Information for
     an explanation of the credit ratings. Current credit ratings are unaudited.

(a)  The cost of investments for federal tax purposes amounts to $7,925,031. The
     net unrealized appreciation on a federal tax basis amounts to $285,454, and
     is  comprised of $289,681  appreciation and $4,227  depreciation at May 31,
     1995.

Note: The categories  of investments  are shown as  a percentage  of net  assets
      ($8,344,284) at May 31, 1995.
</TABLE>
     
                                       20
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
FGIC       --Financial Guaranty Insurance Company
FSA        --Financial Security Assurance
GO         --General Obligation
HFA        --Housing Finance Authority/Agency
LOC(s)     --Letter(s) of Credit
MBIA       --Municipal Bond Investors Assurance
SFM        --Single Family Mortgage
UT         --Unlimited Tax
VRDNs      --Variable Rate Demand Notes
</TABLE>

(See Notes which are an integral part of the Financial Statements)
     
                                       21
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                          <C>      <C>
ASSETS:
- --------------------------------------------------------------------
Investments in securities, at value (identified and tax
cost $7,925,031)                                                      $8,210,485
- --------------------------------------------------------------------
Cash                                                                      47,063
- --------------------------------------------------------------------
Income Receivable                                                        124,945
- --------------------------------------------------------------------
Receivable for shares sold                                                   143
- --------------------------------------------------------------------
Deferred expenses                                                         10,007
- --------------------------------------------------------------------  ----------
    Total assets                                                       8,392,643
- --------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------
Dividends payable                                            $27,429
- -----------------------------------------------------------
Payable for shares redeemed                                    1,135
- -----------------------------------------------------------
Accrued expenses                                              19,795
- -----------------------------------------------------------  -------
    Total liabilities                                                     48,359
- --------------------------------------------------------------------  ----------
NET ASSETS for 829,764 shares outstanding                             $8,344,284
- --------------------------------------------------------------------  ----------
                                                                      ----------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------
Paid-in capital                                                       $8,220,977
- --------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                285,454
- --------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                     (162,147)
- --------------------------------------------------------------------  ----------
    Total Net Assets                                                  $8,344,284
- --------------------------------------------------------------------  ----------
                                                                      ----------
NET ASSET VALUE, Offering Price, and Redemption Proceeds
Per Share: ($8,344,284  DIVIDED BY 829,764 shares
outstanding)                                                          $    10.06
- --------------------------------------------------------------------  ----------
                                                                      ----------
</TABLE>
    

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

                                       22
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF OPERATIONS
YEAR ENDED MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                             <C>        <C>        <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------
Interest                                                                              $ 363,829
- ------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------
Investment advisory fee                                                    $  32,714
- -------------------------------------------------------------------------
Administrative personnel and services fees                                   125,000
- -------------------------------------------------------------------------
Custodian and portfolio accounting fees                                       63,301
- -------------------------------------------------------------------------
Shareholder services fee                                                       4,504
- -------------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees and expenses                15,710
- -------------------------------------------------------------------------
Share registration costs                                                       7,614
- -------------------------------------------------------------------------
Directors'/Trustees' fees                                                      3,108
- -------------------------------------------------------------------------
Auditing fees                                                                 11,990
- -------------------------------------------------------------------------
Legal fees                                                                       602
- -------------------------------------------------------------------------
Printing and postage                                                          12,779
- -------------------------------------------------------------------------
Insurance premiums                                                             4,196
- -------------------------------------------------------------------------
Taxes                                                                             68
- -------------------------------------------------------------------------
Miscellaneous                                                                  6,164
- -------------------------------------------------------------------------  ---------
    Total expenses                                                           287,750
- -------------------------------------------------------------------------
Deduct--
- --------------------------------------------------------------
  Waiver of investment advisory fees                            $  32,714
- --------------------------------------------------------------
  Reimbursement of other operating expenses                       225,621    258,335
- --------------------------------------------------------------  ---------  ---------
    Net expenses                                                                         29,415
- ------------------------------------------------------------------------------------  ---------
      Net investment income                                                             334,414
- ------------------------------------------------------------------------------------  ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ------------------------------------------------------------------------------------
Net realized gain (loss) on investments                                                (124,072)
- ------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on
investments                                                                             334,985
- ------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments                              210,913
- ------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                $ 545,327
- ------------------------------------------------------------------------------------  ---------
                                                                                      ---------
</TABLE>

(See Notes which are an integral part of the Financial Statements)
     
                                       23
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED MAY 31,
                                                                              --------------------------
                                                                                  1995          1994*
                                                                              ------------   -----------
<S>                                                                           <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------
Net investment income                                                         $    334,414   $    35,828
- ---------------------------------------------------------------------------
Net realized gain (loss) on investments ($74,731 net loss and $0,
respectively, as computed for federal tax purposes)                               (124,072)      (38,075)
- ---------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments                334,985       (49,531)
- ---------------------------------------------------------------------------   ------------   -----------
    Change in net assets resulting from operations                                 545,327       (51,778)
- ---------------------------------------------------------------------------   ------------   -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------
Distributions from net investment income                                          (334,414)      (35,828)
- ---------------------------------------------------------------------------   ------------   -----------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------------------
Proceeds from sale of Shares                                                    15,556,453     6,080,600
- ---------------------------------------------------------------------------
Net asset value of Shares issued to shareholders in payment of
distributions declared                                                              34,262         1,841
- ---------------------------------------------------------------------------
Cost of Shares redeemed                                                        (10,337,938)   (3,114,241)
- ---------------------------------------------------------------------------   ------------   -----------
    Change in net assets from Share transactions                                 5,252,777     2,968,200
- ---------------------------------------------------------------------------   ------------   -----------
        Change in net assets                                                     5,463,690     2,880,594
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                              2,880,594       --
- ---------------------------------------------------------------------------   ------------   -----------
End of period                                                                 $  8,344,284   $ 2,880,594
- ---------------------------------------------------------------------------   ------------   -----------
                                                                              ------------   -----------
<FN>

*  For the period from  December 5, 1993 (date  of initial public investment) to
  May 31, 1994.
</TABLE>
    

(See Notes which are an integral part of the Financial Statements)
 
                                       24
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Intermediate  Municipal Trust (the  "Trust") is registered  under the Investment
Company Act of 1940, as amended (the "Act"), as a open-end management investment
company.  The  Trust  consists  of   two  non-diversified  portfolios  and   one
diversified  portfolio. The  financial statements  included herein  present only
those of Federated  Pennsylvania Intermediate  Municipal Trust  (the "Fund"),  a
non-diversified  portfolio. The financial statements of the other portfolios are
presented separately.  The  assets  of  each  portfolio  are  segregated  and  a
shareholder's interest is limited to the portfolio in which shares are held.

Effective  December 19, 1994, the Board of Trustees (the "Trustees") changed the
name of the  Fund from  Pennsylvania Intermediate Municipal  Trust to  Federated
Pennsylvania Intermediate Municipal Trust.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT  VALUATIONS--Municipal bonds are valued by an independent pricing
    service, taking into consideration  yield, liquidity, risk, credit  quality,
    coupon,  maturity, type of  issue, and any  other factors or  market data it
    deems relevant  in  determining  valuations for  normal  institutional  size
    trading  units of debt securities. The  independent pricing service does not
    rely exclusively  on quoted  prices.  Short-term securities  with  remaining
    maturities  of sixty days or  less at the time of  purchase may be valued at
    amortized cost, which approximates fair market value.

    INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and  expenses
    are  accrued daily. Bond premium and  discount, if applicable, are amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

    FEDERAL  TAXES--It is the Fund'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  tax-exempt  income.
    Accordingly, no provisions for federal tax  are necessary. At May 31,  1995,
    the  Fund  for federal  tax  purposes, had  a  capital loss  carryforward of
    $74,731 which will reduce the Fund's taxable income arising from future  net
    realized  gain on investments, if any, to  the extent permitted by the Code,
    and thus will reduce the amount of distributions to shareholders which would
    otherwise be necessary to relieve the Fund of any liability for federal tax.
    Pursuant to the  Code, such capital  loss carryforward will  expire in  2003
    ($74,731).
    

                                       25
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

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

    Additionally,  net  capital  losses  of  $87,417  attributable  to  security
    transactions incurred after October 31, 1994, are treated as arising on June
    1, 1995, the first day of the Fund's next taxable year.

    WHEN-ISSUED AND  DELAYED  DELIVERY  TRANSACTIONS--The  Fund  may  engage  in
    when-issued  or delayed delivery transactions.  The Fund 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.

    DEFERRED  EXPENSES--The  costs  incurred  by   the  Fund  with  respect   to
    registration  of its shares in its  first fiscal year, excluding the initial
    expense of registering its shares have been deferred and are being amortized
    using the straight-line method not to exceed a period of five years from the
    Fund's commencement date.

    CONCENTRATION OF RISK--Since the Fund  invests a substantial portion of  its
    assets  in issuers  located in  one state,  it will  be more  susceptible to
    factors adversely affecting issuers in that state than would be a comparable
    tax-exempt mutual  fund that  invests  nationally. In  order to  reduce  the
    credit  risk associated  with such  factors, at May  31, 1995,  60.9% of the
    securities in the portfolio of investments  are backed by letters of  credit
    or  bond insurance of various  financial institutions and financial guaranty
    assurance agencies.  The  value  of  investments  insured  by  or  supported
    (backed)  by a letter  of credit for  any one institution  or agency did not
    exceed 15.7% of total investments.

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

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                             YEAR ENDED MAY 31,
                                                            --------------------
                                                               1995      1994*
- ----------------------------------------------------------  ----------  --------
<S>                                                         <C>         <C>
Shares sold                                                  1,596,301   603,068
- ----------------------------------------------------------
Shares issued to shareholders in payment of distributions
 declared                                                        3,517       183
- ----------------------------------------------------------
Shares redeemed                                             (1,062,458) (310,847)
- ----------------------------------------------------------  ----------  --------
  Net change resulting from Fund share transactions            537,360   292,404
- ----------------------------------------------------------  ----------  --------
                                                            ----------  --------

<FN>

* For the period from  December 5, 1993 (date  of initial public investment)  to
  May 31, 1994.
</TABLE>
     
                                       26
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

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

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT  ADVISORY  FEE--Federated Management,  the Fund's  investment adviser
(the "Adviser"), receives  for its  services an annual  investment advisory  fee
equal  to .50 of 1% of the Fund's average daily net assets. The Adviser waived a
portion of its fee to comply with certain state expense limitations. The Adviser
may voluntarily  choose to  waive a  portion of  its fee  and reimburse  certain
operating  expenses  of  the Fund.  The  Adviser  can modify  or  terminate this
voluntary waiver and reimbursement at any time at its sole discretion.

ADMINISTRATIVE  FEE--Federated  Administrative   Services  ("FAS"),  under   the
Administrative   Services  Agreement,  provides  the  Fund  with  administrative
personnel and services. 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 shares.

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

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

ORGANIZATIONAL  EXPENSES--Organizational   expenses   ($24,690)   and   start-up
administrative  service expenses ($31,506) were  borne initially by the Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up administrative expenses during the five year period following  November
15,  1993 (date  the Fund first  became effective).  For the year  ended May 31,
1995, the Fund paid $2,606 and $3,326, respectively, pursuant to this agreement.

INTERFUND TRANSACTIONS--During the year ended May 31, 1995, the Fund engaged  in
purchase  and sale transactions with funds that have a common investment adviser
(or affiliated investment  advisers), common  Directors/Trustees, and/or  common
Officers.  These transactions were made at current market value pursuant to Rule
17a-7 under the Act amounting to $7,682,312 and $7,450,000, respectively.

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

                                       27
   
FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST

(FORMERLY, PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST)

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

(5) INVESTMENT TRANSACTIONS

Purchases  and sales  of investments,  excluding short-term  securities, for the
year ended May 31, 1995, were as follows:

<TABLE>
<S>                                                 <C>
PURCHASES                                           $  7,526,341
- --------------------------------------------------  ------------
SALES                                               $  2,669,038
- --------------------------------------------------  ------------
</TABLE>
     
                                       28

   
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ---------------------------------------------------------

To the Shareholders and Board of Trustees of
INTERMEDIATE MUNICIPAL TRUST
(Federated Pennsylvania Intermediate Municipal Trust)
    
   
(formerly, Pennsylvania Intermediate Municipal Trust):

We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Federated Pennsylvania Intermediate Municipal Trust (an investment portfolio  of
Intermediate  Municipal Trust,  a Massachusetts  business trust),  including the
schedule of  portfolio of  investments, as  of  May 31,  1995, and  the  related
statement of operations for the year then ended, the statement of changes in net
assets  and financial highlights (see page 2  of the prospectus) for the periods
presented.  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 the securities owned as  of
May  31,  1995, by  correspondence with  the custodian.  An audit  also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Federated Pennsylvania Intermediate Municipal Trust, an investment portfolio  of
Intermediate  Municipal Trust as of May 31,  1995, the results of its operations
for the  year then  ended,  the changes  in its  net  assets and  the  financial
highlights  for  the periods  presented, in  conformity with  generally accepted
accounting principles.
    

                                          ARTHUR ANDERSEN LLP

   
Pittsburgh, Pennsylvania
June 30, 1995
    

                                       29

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

   
<TABLE>
<S>                                                              <C>
Fund
              Federated Pennsylvania Intermediate
              Municipal Trust                                    Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

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

Custodian
              State Street Bank and Trust Company                P.O. Box 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         P.O. Box 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
</TABLE>
    

                                       30
   
- --------------------------------------------------------------------------------
                                  FEDERATED PENNSYLVANIA
                                  INTERMEDIATE MUNICIPAL
                                  TRUST
                                  PROSPECTUS

                                  A Non-Diversified Portfolio of Federated
                                  Intermediate Municipal Trust,
                                  An Open-End, Management
                                  Investment Company
     
                                  Prospectus dated July 31, 1995
    
[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           CUSIP 458810306
           3081603A (7/95)                         [RECYCLED PAPER LOGO]
    






   Federated Pennsylvania Intermediate Municipal Trust

(A Portfolio of  Intermediate Municipal Trust)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus of Federated Pennsylvania Intermediate Municipal Trust
    (formerly, "Pennsylvania Intermediate Municipal Trust") (the
    "Fund") dated July 31, 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 July 31, 1995
   
Federated Securities Corp.
Distributor
A subsidiary of
Federated Investors
    
   
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Acceptable Investments                1
 When-Issued and Delayed
   Delivery Transactions                2
 Temporary Investments                 2
 Portfolio Turnover                    3
 Investment Limitations                3
 Investment Risks                      4
Management of Intermediate
Municipal Trust                         5
 Officers and Trustees                 5
 Fund Ownership                        9
 Trustees' Compensation               10
 Trustee Liability                    10
Investment Advisory Services           11
 Adviser to the Fund                  11
 Advisory Fees                        11
Administrative Services                11
Shareholder Services Agreement         11
Transfer Agent and Dividend
Disbursing Agent                       12
Brokerage Transactions                 12
 Conversion to Federal Funds          12
Determining Net Asset Value            12
 Valuing Municipal Bonds              12
 Use of Amortized Cost                13
Redeeming Shares                       13
 Redemption in Kind                   13
Tax Status                             13
 The Fund's Tax Status                13
 Shareholders' Tax Status             13
Total Return                           14
Yield                                  14
Tax-Equivalent Yield                   14
 Tax-Equivalency Table                14
Performance Comparisons                15
About Federated Investors              16
 Mutual Fund Market                   16
Appendix                               18
General Information About the Fund
The Fund is a portfolio in Intermediate Municipal Trust  (the "Trust").
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated May 31, 1985.
    
Investment Objective and Policies
The Fund's investment objective is to provide current income which is
exempt from federal regular income tax and the personal income taxes
imposed by the Commonwealth of Pennsylvania. The investment objective
cannot be changed without approval of shareholders.
Acceptable Investments
The Fund invests primarily in a portfolio of municipal securities which
are exempt from federal regular income tax and Pennsylvania state
personal income taxes. These securities include those issued by or on
behalf of the Commonwealth of Pennsylvania and Pennsylvania
municipalities, and those issued by states, territories and possessions
of the United States which are exempt from federal regular income tax
and the Pennsylvania state personal income taxes.
   Characteristics
   
      The Pennsylvania municipal securities in which the Fund invests
      have the characteristics set forth in the prospectus.
      A Pennsylvania municipal security will be determined by the Fund's
      adviser to meet the quality standards established by the Trust's
      Board of Trustees (the "Trustees") if it is of comparable quality
      to municipal securities within the Fund's rating requirements. The
      Trustees consider the creditworthiness of the issuer of a
      municipal security, the issuer of a participation interest if the
      Fund has the right to demand payment from the issuer of the
      interest, or the guarantor of payment by either of those issuers.
      The Fund is not required to sell a municipal security if the
      security's rating is reduced below the required minimum subsequent
      to its purchase by the Fund. The investment adviser considers this
      event, however, in its determination of whether the Fund should
      continue to hold the security in its portfolio. If Moody's
      Investors Service, Inc., Standard & Poor's Ratings Group or Fitch
      Investors Services, Inc. ratings change because of changes in
      those organizations or in their rating systems, the Fund will try
      to use comparable ratings as standards in accordance with the
      investment policies described in the Fund's prospectus.
          
   Types of Acceptable Investments
      Examples of Pennsylvania municipal securities are:
      -  municipal notes and municipal commercial paper;
      -  serial bonds sold with differing maturity dates;
      -  tax anticipation notes sold to finance working capital needs of
        municipalities;
      -  bond anticipation notes sold prior to the issuance of longer-
        term bonds;
      -  pre-refunded municipal bonds; and
      -  general obligation bonds secured by a municipality pledge of
        taxation.
   Participation Interests
      The financial institutions from which the Fund purchases
      participation interests frequently provide or secure from another
      financial institution irrevocable letters of credit or guarantees
      and give the Fund the right to demand payment of the principal
      amounts of the participation interests plus accrued interest on
      short notice (usually within seven days).
   Variable Rate Municipal Securities
      Variable interest rates generally reduce changes in the market
      value of municipal securities from their original purchase prices.
      Accordingly, as interest rates decrease or increase, the potential
      for capital appreciation or depreciation is less for variable rate
      municipal securities than for fixed income obligations. Many
      municipal securities with variable interest rates purchased by the
      Fund are subject to repayment of principal (usually within seven
      days) on the Fund's demand. The terms of these variable rate
      demand instruments require payment of principal and accrued
      interest from the issuer of the municipal obligations, the issuer
      of the participation interests, or a guarantor of either issuer.
   Municipal Leases
      The Fund may purchase municipal securities in the form of
      participation interests which represent undivided proportional
      interests in lease payments by a governmental or non-profit
      entity. The lease payments and other rights under the lease
      provide for and secure the payments on the certificates. Lease
      obligations may be limited by municipal charter or the nature of
      the appropriation for the lease. In particular, lease obligations
      may be subject to periodic appropriation. If the entity does not
      appropriate funds for future lease payments, the entity cannot be
      compelled to make such payments. Furthermore, a lease may provide
      that the certificate trustee cannot accelerate lease obligations
      upon default. The trustee would only be able to enforce lease
      payments as they became due. In the event of default or failure of
      appropriation, it is unlikely that the trustee would be able to
      obtain an acceptable substitute source of payment.
      In determining the liquidity of municipal lease securities, the
      Fund's investment adviser, under the authority delegated by the
      Trustees, will base its determination on the following factors:
      -  whether the lease can be terminated by the lessee;
      -  the potential recovery, if any, from a sale of the leased
        property upon termination of the lease;
      -  the lessee's general credit strength (e.g., its debt,
        administrative, economic and financial characteristics and
        prospects);
      -  the likelihood that the lessee will discontinue appropriating
        funding for the leased property because the property is no
        longer deemed essential to its operations (e.g., the potential
        for an "event of non-appropriation"); and
      -  any credit enhancement or legal recourse provided upon an event
        of non-appropriation or other termination of the lease.
         
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 may engage in when-issued and
delayed delivery transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of its assets.
    
Temporary Investments
The Fund may also invest in temporary investments during times of
unusual market conditions for defensive purposes.
   Repurchase Agreements
      Repurchase agreements are arrangements in which banks,
      broker/dealers, and other recognized financial institutions sell
      U.S. government securities or certificates of deposit to the Fund
      and agree at the time of sale to repurchase them at a mutually
      agreed upon time and price within one year from the date of
      acquisition. The Fund or its custodian will take possession of the
      securities subject to repurchase agreements. 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. 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 deemed by the Fund's adviser to
      be creditworthy pursuant to guidelines established by 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 maintained until
      the transaction is settled.
Portfolio Turnover
   
The Fund may trade or dispose of portfolio securities as considered
necessary to meet its investment objective. For the year ended May 31,
1995 and for the period from December 5, 1993 (date of initial public
investment) to May 31, 1994, the portfolio turnover rates for the Fund
were 41% and 39%, respectively.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin, but may obtain such short-term credits as
      may be necessary for clearance of purchases and sales of
      securities.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except that the Fund may
      borrow money and engage in reverse repurchase agreements in
      amounts up to one-third of the value of its total 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
      when the liquidation of portfolio securities is deemed to be
      inconvenient or disadvantageous. The Fund will not purchase any
      securities while borrowings in excess of 5% of its total assets
      are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or hypothecate its assets
      except to secure permitted borrowings. In those cases, it may
      mortgage, pledge, or hypothecate assets having a market value not
      exceeding 10% of the value of its total assets at the time of the
      pledge.
   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 Real Estate
      The Fund will not purchase or sell real estate or invest in real
      estate limited partnerships, although it may invest in municipal
      bonds secured by real estate or interests in real estate.
   Investing in Commodities
      The Fund will not buy or sell commodities, commodity contracts, or
      commodities futures contracts.
   Lending Cash or Securities
      The Fund will not lend any of its assets except that it may
      acquire publicly or non-publicly issued municipal bonds or
      temporary investments or enter into repurchase agreements in
      accordance with its investment objective, policies, and
      limitations or its Declaration of Trust.
   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 or in industrial development bonds or
      other securities, the interest upon which is paid from revenues of
      similar types of projects. However, the Fund may invest as
      temporary investments more than 25% of the value of its assets in
      cash or cash items, securities issued or guaranteed by the U.S.
      government, its agencies, or instrumentalities, or instruments
      secured by these money market instruments, i.e., repurchase
      agreements.
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 change in these limitations becomes effective.
   Investing in Securities of Other Investment Companies
      The Fund will not purchase securities of other investment
      companies except as part of a merger, consolidation, or other
      acquisition.
   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 its investment
      adviser, owning individually more than 1/2 of 1% of the issuer's
      securities, together own more than 5% of the issuer's securities.
          
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of its net assets in
      securities which are illiquid, 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 industrial development bonds where the principal and
      interest are the responsibility of companies (or guarantors, where
      applicable) with less than three years of continuous operations,
      including the operation of any predecessor.
   Investing in Minerals
      The Fund will not purchase interests in oil, gas, or other mineral
      exploration or development programs or leases, although it may
      invest in the securities of issuers which invest in or sponsor
      such programs.
In addition, to comply with investment restrictions of a certain state,
the Fund will not invest in real estate limited partnerships.
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.
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."
Investment Risks
Yields on Pennsylvania municipal securities depend on a variety of
factors, including: the general conditions of the municipal bond market;
the size of the particular offering; the maturity of the obligations;
and the rating of the issue. Further, any adverse economic conditions or
developments affecting the Commonwealth of Pennsylvania or its county
and local governments could impact the Fund's portfolio. The Fund's
concentration in securities issued by the Commonwealth of Pennsylvania
and its political subdivisions provides a greater level of risk than a
fund which is diversified across numerous states and municipal entities.
The ability of the Commonwealth or its municipalities to meet their
obligations will depend on the availability of tax and other revenues;
economic, political and demographic conditions within Pennsylvania; and
their underlying fiscal condition.
The Commonwealth of Pennsylvania's budget stability depends largely upon
expenditure controls which keep spending in line with what is considered
a relatively limited revenue base. The Commonwealth maintains reasonable
debt levels and has a sound economic position which has shifted over
time from very heavy reliance on manufacturing and mining industries to
a more stable employment base. The Commonwealth restored structural
balance to its budget in fiscal year 1993 through tax increases,
spending controls and conservative debt management. Recurring budgetary
pressures which will exist into fiscal year 1994 and beyond include
rapid growth in Medicaid spending and social service programs, and
expenditures for additional correctional facilities. Spending was
increased by 5.8% for fiscal year 1994 based on continued modest
improvement in the economy, adherence to debt control policies and
spendable reserves from the prior year. The 1995 budget includes an
estimated $267 million surplus from fiscal year 1994, reductions in the
corporate net income tax, and continued growth in Medicaid expenditures
of approximately 13%. The Commonwealth has restored the Tax
Stabilization Reserve Fund to approximately $30 million and general fund
receipts were on target through fiscal year 1994, reflecting an
improving regional economy and reasonable revenue projections.
Reductions in state assistance and increased social service demands have
made it more difficult for local governments (counties, cities, towns)
to operate with balanced budgets. School districts in the Commonwealth
are provided additional credit support through Pennsylvania's Act 150
which provides subsidized debt service for qualified projects and an
intercept mechanism of state aid payments which would be used to pay
bondholders in the case of a missed debt service payment.
Concerning the constitutional provisions pertaining to debt, the
Commonwealth may issue tax anticipation notes for its General Fund
and/or Motor License Fund. However, the aggregate amount of newly issued
and outstanding tax anticipation notes is limited to a maximum of 20% of
the estimated revenues of the appropriate fund for the fiscal year in
which the notes are issued. The notes must mature within the fiscal year
of issuance. The Commonwealth of Pennsylvania may also issue bond
anticipation notes with a term not to exceed three years. The bond
anticipation notes are subject to applicable statutory limitations
pertaining to the issuance of bonds. The ability of the Fund to achieve
its investment objective depends on the continuing ability of the
issuers of Pennsylvania Municipal Securities and participation
interests, or the guarantors of either, to meet their obligations for
the payment of interest and principal when due. Investing in
Pennsylvania Municipal Securities which meet the Fund's quality
standards may not be possible if the Commonwealth of Pennsylvania and
its municipalities do not maintain their current credit rating.
   
Management of Intermediate Municipal Trust
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations during the past five years, birthdates and present
positions, including any affiliation with Federated Management,
Federated Investors, Federated Securities Corp., Federated Services
Company, Federated Administrative Services, Federated Shareholder
Services, and the Funds (as defined below).

John F. Donahue@*
Federated Investors Tower
Pittsburgh, Pennsylvania
Birthdate:  July 28, 1924
Chairman and Trustee
M
Management, and Federated Research; Chairman and Director, Federated
Research Corp.; Chairman, Passport Research, Ltd.; Chief Executive
Officer and Director, Trustee, or Managing General Partner of the Funds.
Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Company.

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

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

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, 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.

John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, Pennsylvania
Birthdate:  December 20, 1932
Trustee
Mollic
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:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-
profit entities; Director, Trustee, or Managing General Partner of the
Funds.

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 Company.

Edward C. Gonzales *
Federated Investors Tower
Pittsburgh, Pennsylvania
Birthdate:  October 22, 1930
Executive Vice President
Execut
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.

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.

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 Trustee handles the responsibilities of the Board
         of Trustee  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 outstanding shares of the
Fund.
   
As of July 6, 1995 the following shareholders of record owned 5% or more
of the outstanding shares of the Fund: Firstnat Co., West Chester, PA,
owned approximately 70,168 shares 8.86%; Univest & Company, Souderton,
PA, owned approximately 247,906 shares 31.30%; Harmony Co., Carlisle,
PA, owned approximately 44,087 shares 5.57%;  Charles  Schwab & Co.,
Inc,San Francisco, CA  owned approximately 90,879 shares 11.47%;
Keystone Financial , Inc. ,Altoona, PA, owned approximately 40,326
shares 5.09%.;
Trustees' Compensation
                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM              TOTAL COMPENSATION PAID
TRUST                   TRUST *#             FROM FUND COMPLEX +

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

Thomas G. Bigley     $958        $ 20,688 for the Trust and
Trustee                          49 other investment companies of the Fund
Complex

John T. Conroy, Jr.  $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
William J. Copeland  $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
James E. Dowd        $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.          $ 1,286  $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.          $ 2,371  $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Glen R. Johnson      $ 0         $ 0for the Trust and
Trustee                          8 other investment companies in the Fund 
                                 Complex
Peter E. Madden      $ 1,091     $ 90,563 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Gregor F. Meyer      $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
John E. Murray, Jr.  $ 632       $ 0 for the Trust and
Trustee                          69 other investment companies in the Fund
Complex
Wesley W. Posvar     $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Marjorie P. Smuts    $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex

*Information is furnished for the fiscal year ended May 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised
of three portfolios.
+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 Fund.
Advisory Fees
For its advisory services, Federated Management receives an annual
investment advisory fee as described in the prospectus.
   
For the year ended May 31, 1995, and during the period from December 5,
1993 (date of initial public investment) to May 31, 1994the Adviser
earned $32,714 and 3,767,  all of which was voluntarily waived. In
addition, the Adviser reimbursed other operating expenses of $225,621
and $34,400, 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 2.5% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1.5% 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
      expense 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.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
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 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 May 31, 1995,
Federated Administrative Services earned $125,000, none of which was
waived. For the period from December 5, 1993 (date of initial public
investment) to May 31, 1994, the Administrators earned $1,225,  none of
which was waived. Dr. Henry 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
Federated Administrative Services.
Shareholder Services Agreement
This arrangement permits the payment of fees to Federated Shareholder
Services and, indirectly, to financial institutions, 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: 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.
For the fiscal periods ending May 31, 1995 and 1994, the Fund paid
shareholder service fees in the amounts of $4,504 and $230,
respectively, all of which were paid to financial institutions.
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 Trust'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
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those that 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 Federated Funds. The
Adviser makes decisions on portfolio transactions and selects brokers
and dealers subject to review by the Trustees. 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 relationship 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.
Purchasing Shares
Except under certain circumstances described in the prospectus, shares
are sold at their net asset value on days the New York Stock Exchange is
open for business. The procedure for purchasing shares is explained in
the prospectus under "Investing in the Fund. "
Conversion to Federal Funds
   
It is the Fund's policy to be as fully invested as possible so that the
maximum interest may be earned. Federated Services Company acts as the
shareholder's agent in depositing checks and converting them into
federal funds.
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.
    
Valuing Municipal Bonds
The Trustees use an independent pricing service to value municipal
bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market,
and any other factors or market data it considers relevant in
determining valuations for normal institutional size trading units of
debt securities, and does not rely exclusively on quoted prices.
Use of Amortized Cost
   
The Trustees have decided that the fair value of debt securities
authorized to be purchased by the Fund with remaining maturities of 60
days or less at the time of purchase, shall be their amortized cost
value, unless the particular circumstances of the security indicate
otherwise. Under this method, portfolio instruments and assets are
valued at the acquisition cost as adjusted for amortization of premium
or accumulation of discount rather than at current market value. The
Executive Committee continually assesses this method of valuation and
recommends changes where necessary to assure that the Fund's portfolio
instruments are valued at their fair value as determined in good faith
by the Trustees.
    
Redeeming Shares
The Fund redeems shares at the next computed net asset value after the
Fund receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Shares." Although State
Street Bank 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.
Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to $250,000 or
1% of the net asset value of the Fund, whichever is less, for any one
shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the
Trustees determine that further cash payments will have a material
adverse effect on remaining shareholders. In such a case, the Fund will
pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way that net asset value is determined.
The portfolio instruments will be selected in a manner that the Trustees
deem fair and equitable. Such securities will be readily marketable, to
the extent available.
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 transactions costs.
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 of 1986, 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
   Capital Gains
      Capital gains or losses may be realized by the Fund on the sale of
      portfolio securities and as a result of discounts from par value
      on securities held to maturity. Sales would generally be made
      because of:
      -  the availability of higher relative yields;
      -  differentials in market values;
      -  new investment opportunities;
      -  changes in creditworthiness of an issuer; or
      -  an attempt to preserve gains or limit losses.
      Distributions of long-term capital gains are taxed as such,
      whether they are taken in cash or reinvested, and regardless of
      the length of time the shareholder has owned the shares. Any loss
      by a shareholder on Fund shares held for less than six months and
      sold after a capital gains distribution will be treated as a long-
      term capital loss to the extent of the capital gains distribution.
Total Return
   
The Fund's average annual total return for the year ended May 31, 1995
and for the period from December 5, 1993 (date of initial public
investment) to May 31, 1995 were 7.35%  and 5.42%, respectively.
The Fund's cumulative total return for the period from December 5, 1993
(date of initial public investment) to May 31, 1994 was 5.42%.
Cumulative average annual total return reflects the Fund's total
performance over a specific period of time. The Fund's total return is
representative of only five months of investment activity since the
Fund's effective date.
The average annual total return for 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, adjusted over the period by any additional shares assuming the
monthly reinvestment of all dividends and distributions.
Yield
The Fund's yield for the thirty-day period ended May 31, 1995, was
5.21%.
    
The yield for shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by the Fund over a thirty-day period by the maximum
offering price per share on the last day of the period. This value is
then annualized using semi-annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a twelve-month period and is reinvested every
six months. The yield does not necessarily reflect income actually
earned by the 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 shareholders.
To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment
in the Fund, performance will be reduced for those shareholders paying
those fees.
Tax-Equivalent Yield
The Fund's tax-equivalent yield for the thirty-day period ended May 31,
1995, was 9.05%.
The tax-equivalent yield for the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a 39.60% federal
tax rate and assuming that income is 100% tax-exempt.
Tax-Equivalency Table
   
The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal bonds in the Fund's
portfolio generally remains free from federal regular income tax,*
Pennsylvania personal income tax and certain local taxes. (Some portion
of the Fund's income may be subject to the federal alternative minimum
tax and state and local taxes.) As the table below indicates, a "tax-
free" investment is an attractive choice for investors, particularly in
times of narrow spreads between tax-free and taxable yields.

     TAXABLE YIELD EQUIVALENT FOR 1995
     
                         State of Pennsylvania
     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                 17.80%   30.80%       33.80%        38.80%        42.40%

     
     JOINT         $1-   $39,001-     $94,251-     $143,601-        OVER
     RETURN      39,000   94,250      143,600       256,500       256,500
     
     SINGLE        $1-   $23,351-     $56,551-     $117,951-        OVER
     RETURN      23,350   56,550      117,950       256,500       256,500

Tax-Exempt
Yield                         Taxable Yield Equivalent

      1.50%      1.82%      2.17%       2.27%        2.45%
     2.60%
      2.00%      2.43%      2.89%       3.02%        3.27%
     3.47%
      2.50%      3.04%      3.61%       3.78%        4.08%
     4.34%
      3.00%      3.65%      4.34%       4.53%        4.90%
     5.21%
      3.50%      4.26%      5.06%       5.29%        5.72%
     6.08%
      4.00%      4.87%      5.78%       6.04%        6.54%
     6.94%
      4.50%      5.47%      6.50%       6.80%        7.35%
     7.81%
      5.00%      6.08%      7.23%       7.55%        8.17%
     8.68%
      5.50%      6.69%      7.95%       8.31%        8.99%
     9.55%
      6.00%      7.30%      8.67%       9.06%        9.80%
     10.42%
     
     Note:  The maximum marginal tax rate for each bracket was used in
     calculating the taxable yield equivalent. Furthermore, additional
     state and local taxes paid on comparable taxable investments were
     not used to increase federal deductions.
     The chart above is for illustrative purposes only.  It is not an
     indicator of past or future performance of Fund shares.
     *  Some portion of the Fund's income may be subject to the federal
     alternative minimum tax and state and local income taxes.
         
Performance Comparisons
The performance of the Fund 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 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 as described above.
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 composition
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 specific period of time. From
      time to time, the Fund will quote its Lipper ranking in the "other
      states intermediate municipal debt funds" category in advertising
      and sales literature.
   -  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.
   -  Lehman Brothers Five-Year State General Obligation Bonds is an
      index comprised of all state general obligation debt issues with
      maturities between four and six years. These bonds are rated A or
      better and  represent a variety of coupon ranges. Index figures
      are total returns calculated for one, three and twelve month
      periods as well as year-to-date. Total returns are also calculated
      as of the index inception December 31, 1979.
   -  Lehman Brothers Ten-Year State General Obligation Bonds is an
      index comprised of the same issues noted above except that the
      maturities range between nine and eleven years. Index figures are
      total returns calculated for the same periods as listed above.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on non-standardized base periods. The total
returns represent the historic change in the value of an investment in
the Fund based on monthly reinvestment of dividends over a specific
period of time.
   
About 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 municipal sector, as of December 31,1994, Federated managed 18
bond funds with approximately $1.9 billion in assets and 18 money market
funds with approximately $6.6 billion in total assets.  In 1976,
Federated introduced one of the first municipal  bond mutual funds in
the industry and is now one of the largest institutional buyers of
municipal securities.
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.

* SOURCE: Investment Company Institute
    
   
Appendix
Standard and Poor's Ratings Group ("S&P") Municipal Bond Ratings
AAA--Debt rated "AAA" has the highest rating assigned by  S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Moody's Investors Service, Inc. Municipal Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond
rating system. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks in
the lower end of its generic rating category.
Fitch Investors Service, Inc. Investment Grade Bond Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA." Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the "AAA"
category.
Standard and Poor's Ratings Group Municipal Note Ratings
SP-1--Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics
will be given a plus sign (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
Moody's Investors Service, Inc. Short-Term Loan Ratings
MIG1/VMIG1--This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support
or demonstrated broad based access to the market for refinancing.
MIG2/VMIG2--This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
Standard and Poor's Ratings Group Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+)
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for
issues designated A-1.
Moody's Investors Service, Inc. Commercial Paper Ratings
PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
PRIME-1 repayment capacity will normally be evidenced by the following
characteristics:
   -  leading market positions in well-established industries;
   -  high rates of return on funds employed;
   -  conservative capitalization structure with moderate reliance on
      debt and ample asset protection;
   -  broad margins in earning coverage of fixed financial charges and
      high internal cash generation; and
   -  well-established access to a range of financial markets and
      assured sources of alternative liquidity.
PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Cusip 458810306
3081603B (7/95)
    



- --------------------------------------------------------------------------------
    FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
    (FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)
     (A PORTFOLIO OF INTERMEDIATE MUNICIPAL TRUST)
     PROSPECTUS

   
     The  shares of Federated Ohio  Intermediate Municipal Trust (formerly,
     "Ohio Intermediate  Municipal Trust")  (the  "Fund") offered  by  this
     prospectus  represent  interests  in  a  non-diversified  portfolio of
     securities of Intermediate Municipal Trust (the "Trust"), an  open-end
     management investment company (a mutual fund).
    

     The  investment objective  of the  Fund is  to provide  current income
     which is  exempt from  federal  regular income  tax and  the  personal
     income  taxes imposed by the State of Ohio. The Fund invests primarily
     in a portfolio of Ohio  municipal securities, including securities  of
     states,  territories, and possessions  of the United  States which are
     not issued by  or on  behalf of  the State  of Ohio  or its  political
     subdivisions, but which are exempt from federal regular income tax and
     Ohio state personal income taxes.

   
     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 Statement of Additional Information,  dated
     July  31,  1995,  with  the Securities  and  Exchange  Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement  of Additional  Information which  is in  paper form
     only, or a paper  copy of this prospectus,  if you have received  your
     prospectus  electronically, free of  charge by calling 1-800-235-4669.
     To obtain  other information  or  to make  inquiries about  the  Fund,
     contact the Fund at the address listed in the back of this prospectus.
    

     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY  OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
    
     Prospectus dated July 31, 1995
    
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Ohio Municipal Securities                      6
  Investment Risks                               6
  Non-Diversification                            7
  Investment Limitations                         7
INTERMEDIATE MUNICIPAL TRUST
  INFORMATION                                    7
- --------------------------------------------------
  Management of the Trust                        7
  Distribution of Fund Shares                    9
  Administration of the Fund                     9
NET ASSET VALUE                                 10
- --------------------------------------------------
INVESTING IN THE FUND                           10
- --------------------------------------------------
  Share Purchases                               10
  Subaccounting Services                        10
  Minimum Investment Required                   11
  What Shares Cost                              11
  Exchanging Securities for Fund Shares         11
  Certificates and Confirmations                11
  Dividends and Distributions                   11
  Capital Gains                                 12

REDEEMING SHARES                                12
- --------------------------------------------------
  Accounts with Low Balances                    13

SHAREHOLDER INFORMATION                         13
- --------------------------------------------------
  Voting Rights                                 13
  Massachusetts Partnership Law                 14

TAX INFORMATION                                 14
- --------------------------------------------------
  Federal Income Tax                            14
  Ohio Taxes                                    15
  Other State and Local Taxes                   15

PERFORMANCE INFORMATION                         16
- --------------------------------------------------
FINANCIAL STATEMENTS                            17
- --------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                   28
- --------------------------------------------------
ADDRESSES                                       29
- --------------------------------------------------
</TABLE>
    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <C>        <C>
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).......................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................       None
Exchange Fee.....................................................................................       None

<CAPTION>

                                 ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (1)................................................................      0.00%
12b-1 Fee........................................................................................       None
Total Other Expenses (after expense reimbursement)...............................................      0.45%
  Shareholder Services Fee (after waiver) (2).........................................      0.05%
        Total Fund Operating Expenses (3)........................................................      0.45%
<FN>
(1)  The management fee has been reduced to reflect the waiver of the management
     fee. The maximum management fee is 0.50%
(2)  The maximum shareholder services fee is 0.25%
(3)   The total Fund operating expenses in the table above are based on expenses
     expected during  the  fiscal year  ending  May  31, 1996.  The  total  Fund
     operating  expenses were 0.45% for the fiscal  years ended May 31, 1995 and
     would have been 5.25% absent the voluntary waiver of the management fee and
     the  voluntary  reimbursement  of  certain  other  operating  expenses  and
     reductions to meet state limitations.
</TABLE>


    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and  expenses that  a shareholder of  the Fund  will bear,  either
directly  or indirectly. For more complete descriptions of the various costs and
expenses,  see  "Investing  in  the  Fund"  and  "Intermediate  Municipal  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.................................................     $5         $14        $25        $57
</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.
     
                                       1
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 28.

<TABLE>
<CAPTION>
                                                             YEAR ENDED MAY 31,
                                                            ---------------------
                                                              1995       1994(a)
                                                            ---------   ---------
<S>                                                         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $9.53       $10.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
 Net investment income                                        0.47        0.22
- ----------------------------------------------------------
  Net realized and unrealized gain (loss) on investments      0.26       (0.47)
- ----------------------------------------------------------  ---------   ---------
  Total from investment operations                            0.73       (0.25)
- ----------------------------------------------------------  ---------   ---------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Distributions from net investment income                   (0.47)      (0.22)
- ----------------------------------------------------------  ---------   ---------
NET ASSET VALUE, END OF PERIOD                               $9.79       $9.53
- ----------------------------------------------------------  ---------   ---------
                                                            ---------   ---------
TOTAL RETURN (b)                                              7.98%      (2.52%)
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                    0.45%       0.24%(c)
- ----------------------------------------------------------
  Net investment income                                       5.05%       4.69%(c)
- ----------------------------------------------------------
  Expense waiver/reimbursement                                4.80%(d)    3.07%(c)(e)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                   $6,607      $3,379
- ----------------------------------------------------------
  Portfolio turnover                                        56%         48%
- ----------------------------------------------------------
<FN>

(a) Reflects operations for  the period from December  2, 1993 (date of  initial
    public investment) to May 31, 1994.

(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) The Adviser  waived $26,346 of  the investment advisory  fee and  reimbursed
    $115,674  of other expenses, which represent  0.50% and 2.20% of average net
    assets, respectively, to comply with certain state expense limitations.  The
    remainder  of the waiver/reimbursement was  voluntary. This expense decrease
    is reflected in  both the  expense and  net investment  income ratios  shown
    above.

(e)  This voluntary expense  decrease is reflected  in both the  expense and net
    investment income ratios shown above.
</TABLE>

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

Further information  about the  Fund's performance  is contained  in the  Fund's
Annual report for the fiscal year ended May 31, 1995, which can be obtained free
of charge.
    

                                       2

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

   
The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated May 31, 1985. The Declaration of Trust permits the Trust to offer
separate series  of  shares of  beneficial  interest representing  interests  in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes.

Shares of the Fund are designed for  the investment of moneys generally held  by
financial  institutions in a fiduciary capacity. A minimum initial investment of
$25,000 over  a 90-day  period  is required.  The Fund  may  not be  a  suitable
investment for non-Ohio taxpayers or retirement plans since it intends to invest
primarily  in  Ohio  municipal  securities  which  are  not  likely  to  produce
competitive after-tax yields  for such  persons and entities  compared to  other
investments.

Shares  are sold and redeemed at net asset value without a sales load imposed by
the Fund.
     
INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
    
The investment objective of  the Fund is to  provide current income exempt  from
federal regular income tax and the personal income taxes imposed by the State of
Ohio. Interest income of the Fund that is exempt from federal regular income tax
and  Ohio state personal income tax retains its tax-free status when distributed
to the  Fund's  shareholders.  The  Fund pursues  its  investment  objective  by
investing  at least 80% of its net assets in a non-diversified portfolio of Ohio
municipal securities. The  portfolio has a  dollar-weighted average maturity  of
not less than three or more than ten years. While there is no assurance that the
Fund  will achieve its investment objective, it  endeavors to do so by following
the investment policies described in  this prospectus. The investment  objective
and the policy stated above cannot be changed without approval of shareholders.
     
INVESTMENT POLICIES

   
The  investment policies described below may be changed by the Board of Trustees
(the "Trustees")  without shareholder  approval. Shareholders  will be  notified
before any material change in these policies becomes effective.
    

ACCEPTABLE INVESTMENTS.  The Ohio municipal securities in which the Fund invests
are:

    - obligations  issued by or  on behalf of  the state of  Ohio, its political
      subdivisions, or agencies;

    - debt obligations  of any  state, territory,  or possession  of the  United
      States,  including the District of  Columbia, or any political subdivision
      of any of these; and

    - participation  interests,  as  described  below,  in  any  of  the   above
      obligations,

the interest from which is, in the opinion of bond counsel for the issuers or in
the  opinion of officers of the Fund  and/or the investment adviser to the Fund,
exempt from  both federal  regular  income tax  and  the personal  income  taxes
imposed by the State of Ohio.

                                       3

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

AVERAGE MATURITY.  The dollar-weighted average maturity of the Fund's  portfolio
of  Ohio municipal securities will not be less than three years or more than ten
years.  For  purposes  of  determining  the  dollar-weighted  average  portfolio
maturity  of the Fund's portfolio, the maturity  of a municipal security will be
its ultimate maturity,  unless it is  probable that the  issuer of the  security
will take advantage of maturity-shortening devices such as a call, refunding, or
redemption  provision, in which case the maturity date will be the date on which
it is probable that the security will  be called, refunded, or redeemed. If  the
municipal  security includes  the right to  demand payment, the  maturity of the
security  for  purposes  of  determining  the  Fund's  dollar-weighted   average
portfolio  maturity will be  the period remaining until  the principal amount of
the security can be recovered by exercising the right to demand payment.

CHARACTERISTICS.  The municipal securities in which the Fund invests are:

   
    - rated within the three highest ratings for municipal securities by Moody's
      Investors Service, Inc.  ("Moody's") (Aaa,  Aa, or A),  Standard &  Poor's
      Rating  Group ("S&P")  (AAA, AA, or  A), or Fitch  Investors Service, Inc.
      ("Fitch") (AAA, AA, or A);
    

    - guaranteed at  the time  of purchase  by  the U.S.  government as  to  the
      payment of principal and interest;

    - fully  collateralized by an escrow of  U.S. government securities or other
      securities acceptable to the Fund's adviser;

   
    - rated at the time of purchase within Moody's highest short-term  municipal
      obligation  rating  (MIG1/VMIG1) or  Moody's highest  municipal commercial
      paper rating (PRIME-1) or S&P's highest municipal commercial paper  rating
      (SP-1);

    - unrated  if, at the  time of purchase, other  municipal securities of that
      issuer are rated A or better by Moody's, S&P or Fitch; or
     
    - unrated if determined to be of equivalent quality to one of the  foregoing
      rating categories by the Fund's investment adviser.
    
If  a security is subsequently downgraded, the adviser will determine whether it
continues to be an acceptable investment; if  not, the security will be sold.  A
description  of  the  rating categories  is  contained  in the  Appendix  to the
Statement of Additional Information.
     
   
PARTICIPATION INTERESTS.   The Fund  may purchase  participation interests  from
financial  institutions  such  as commercial  banks,  savings  associations, and
insurance companies. These  participation interests give  the Fund an  undivided
interest in Ohio municipal securities. The financial institutions from which the
Fund  purchases participation interests frequently provide or secure irrevocable
letters of credit or guarantees to  assure that the participation interests  are
of  high quality.  The Trustees  will determine  whether participation interests
meet the prescribed quality standards for the Fund.
    

VARIABLE RATE MUNICIPAL SECURITIES.  Some of the Ohio municipal securities which
the Fund purchases may have variable interest rates. Variable interest rates are
ordinarily stated as a  percentage of a published  interest rate, interest  rate
index,   or   a   similar   standard,  such   as   the   91-day   U.S.  Treasury

                                       4

bill rate. Many  variable rate municipal  securities are subject  to payment  of
principal  on demand by the Fund in not  more than seven days. All variable rate
municipal securities will meet  the quality standards for  the Fund. The  Fund's
investment  adviser has been instructed by  the Trustees to monitor the pricing,
quality, and  liquidity of  the variable  rate municipal  securities,  including
participation  interests held  by the Fund  on the basis  of published financial
information and reports of the rating agencies and other analytical services.
    
MUNICIPAL LEASES.    Also included  within  the general  category  of  municipal
securities  are  certain  lease  obligations  or  installment  purchase contract
obligations and participations therein (hereinafter collectively referred to  as
"lease  obligations")  of  municipal  authorities  or  entities.  Although lease
obligations do not constitute general obligations of the municipality for  which
the  municipality's taxing  power is pledged,  a lease  obligation is ordinarily
backed by the municipality's covenant to  budget for, appropriate, and make  the
payments  due  under  the lease  obligation.  Interest on  lease  obligations is
tax-exempt to the same extent as if the municipality had issued debt obligations
to  finance  the  underlying  project   or  purchase.  However,  certain   lease
obligations   contain  "non-appropriation"   clauses  which   provide  that  the
municipality has no obligation to make lease or installment purchase payments in
future years unless money is appropriated for such purpose on a yearly basis. In
addition  to  the  "non-appropriation"   risk,  these  securities  represent   a
relatively  new  type of  financing  that has  not  yet developed  the  depth of
marketability associated with more conventional bonds and some lease obligations
may be illiquid.  Although "non-appropriation" lease  obligations are  generally
secured  by the  leased property,  disposition of the  property in  the event of
foreclosure might  prove  difficult. In  addition,  the tax  treatment  of  such
obligations  in the event  of "non-appropriation" is unclear.  The Fund does not
invest more  than 10%  of its  total assets  in lease  obligations that  contain
"non-appropriation" clauses.
     
If the Fund purchases unrated municipal leases, the Trustees will be responsible
for  determining, on an ongoing basis, the credit quality of such leases and the
likelihood that such leases will not be cancelled.

   
WHEN-ISSUED AND  DELAYED DELIVERY  TRANSACTIONS.   The  Fund may  purchase  Ohio
municipal   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 the 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.  The Fund normally invests in Ohio municipal securities,
as described above.  However, from  time to  time, when  the investment  adviser
determines  that market conditions  call for a  temporary defensive posture, the
Fund may invest in short-term non-Ohio municipal tax-

                                       5

exempt obligations or taxable temporary investments. These temporary investments
include: notes  issued  by or  on  behalf  of municipal  or  corporate  issuers;
obligations  issued  or  guaranteed by  the  U.S. government,  its  agencies, or
instrumentalities; other  debt  securities; commercial  paper;  certificates  of
deposit   of  banks;  and  repurchase  agreements  (arrangements  in  which  the
organization selling the Fund a bond or temporary investment agrees at the  time
of sale to repurchase it at a mutually agreed upon time and price).
    
There  are no rating  requirements applicable to  temporary investments with the
exception of  temporary municipal  securities,  which are  subject to  the  same
rating requirements as all other municipal securities in which the Fund invests.
However,  the investment  adviser will limit  temporary investments  to those it
considers to be of comparable quality to the acceptable investments of the Fund.

Although the Fund is permitted to make taxable, temporary investments, there  is
no  current intention of generating income subject to federal regular income tax
or Ohio state personal income tax.
    

OHIO MUNICIPAL SECURITIES

Ohio municipal securities are generally issued to finance public works, such  as
airports,  bridges, highways, housing,  hospitals, mass transportation projects,
schools, streets,  and water  and sewer  works. They  are also  issued to  repay
outstanding  obligations, to raise funds for  general operating expenses, and to
make loans to other public institutions and facilities.

Ohio municipal securities include industrial  development bonds issued by or  on
behalf  of  public authorities  to  provide financing  aid  to acquire  sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this  financing encourages these  corporations to locate  within
the sponsoring communities and thereby increases local employment.

The   two  principal  classifications  of   municipal  securities  are  "general
obligation" and "revenue"  bonds. General  obligation bonds are  secured by  the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal  and interest. However, interest on and principal of revenue bonds are
payable only from the revenue generated by the facility financed by the bond  or
other  specified sources of revenue. Revenue bonds  do not represent a pledge of
credit or  create any  debt  of or  charge against  the  general revenues  of  a
municipality  or public  authority. Industrial  development bonds  are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on Ohio municipal securities depend  on a variety of factors,  including:
the  general conditions of the municipal bond market; the size of the particular
offering; the maturity of the obligations; and the rating of the issue. Further,
any adverse economic conditions or developments  affecting the state of Ohio  or
its  municipalities could  impact the  Fund's portfolio.  The State  of Ohio and
certain underlying  municipalities face  potential  economic problems  over  the
longer  term. The state economy has grown more slowly than that of the nation as
a whole, resulting in a gradual erosion of its relative economic affluence.  The
causes  of this relative decline are varied and complex, involving in many cases
national and international demographic and economic trends beyond the  influence
of  the state. The ability of the  Fund to achieve its investment objective also
depends on the continuing

                                       6
   
ability of the issuers of Ohio municipal securities and participation interests,
or the  guarantors of  either, to  meet  their obligations  for the  payment  of
interest  and principal when  due. Investing in  Ohio municipal securities which
meet the Fund's quality standards  may not be possible if  the State of Ohio  or
its  municipalities do not  maintain their current  credit ratings. In addition,
certain Ohio constitutional amendments, legislative measures, executive  orders,
administrative  regulations,  or  voter  initiatives  could  result  in  adverse
consequences affecting Ohio municipal securities.
     
NON-DIVERSIFICATION

The Fund is a non-diversified investment  portfolio. As such, there is no  limit
on  the percentage  of assets  which can  be invested  in any  single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist  in
a   diversified  portfolio  of  securities  because  the  higher  percentage  of
investments among fewer issuers may result  in greater fluctuation in the  total
market  value of  the Fund's portfolio.  Any economic,  political, or regulatory
developments affecting the value of the securities in the Fund's portfolio  will
have a greater impact on the total value of the portfolio than would be the case
if the portfolio was diversified among more issuers.

The  Fund intends to comply  with Subchapter M of  the Internal Revenue Code, as
amended. This  undertaking requires  that at  the  end of  each quarter  of  the
taxable  year, with regard to  at least 50% of the  Fund's total assets, no more
than 5% of its total assets are  invested in the securities of a single  issuer;
beyond  that no more than 25% of its total assets are invested in the securities
of a single issuer.

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)  or  pledge
securities  except,  under  certain circumstances,  the  Fund may  borrow  up to
one-third of the value of its total assets and pledge up to 10% of the value  of
those  assets to secure such  borrowings. The Fund does  not intend to engage in
any borrowings during the coming fiscal year.
     
The above investment limitation cannot be changed without shareholder  approval.
The  following  limitation,  however, can  be  changed by  the  Trustees without
shareholder approval. Shareholders will be  notified before any material  change
in this limitation becomes effective.

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

INTERMEDIATE MUNICIPAL TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

                                       7

INVESTMENT  ADVISER.   Investment decisions for  the Fund are  made by Federated
Management, the Fund's investment adviser (the "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  .50 of 1% of  the Fund's average daily  net assets. Under the investment
    advisory contract, the Adviser may reimburse the Fund the amount, limited to
    the amount  of  the advisory  fee,  by  which the  Fund's  aggregate  annual
    operating  expenses,  including its  investment  advisory fee  but excluding
    interest, taxes,  brokerage  commissions, insurance  premiums,  expenses  of
    registering  and qualifying the Fund and  its shares under federal and state
    laws, expenses of  withholding taxes, and  extraordinary expenses, exceed  a
    certain  percentage of its  average daily net assets.  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 reimbursement of expenses at any time at its sole discretion.
    The Adviser has also undertaken to reimburse the Fund for operating expenses
    in excess of limitations established by certain states.
    
    ADVISER'S BACKGROUND.    Federated  Management, a  Delaware  business  trust
    organized  on April 11,  1989, is a registered  investment adviser under the
    Investment Advisers Act of 1940, as amended. 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.

    J.  Scott Albrecht  has been the  Fund's portfolio manager  since the Fund's
    inception. Mr. Albrecht joined Federated Investors  in 1989 and has been  an
    Assistant  Vice President of  the Adviser since 1992.  From 1989 until 1991,
    Mr. Albrecht acted as  an investment analyst. Mr.  Albrecht was a  municipal
    credit  analyst at Mellon Bank, N.A. from 1985 until 1989. Mr. Albrecht is a
    Chartered Financial  Analyst  and  received  his  M.S.  in  Management  from
    Carnegie Mellon University.

    Federated  Management and other subsidiaries of Federated Investors serve as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries also provide administrative services to
    a number of investment companies. 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.

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

                                       8

securities   in  initial  public  offerings;  and  prohibit  taking  profits  on
securities held for less than sixty days. Violations of the codes are subject to
review by the Trustees, and could result in severe penalties.
    

DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the  Fund.
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.

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 funds  advised  by
subsidiaries of Federated Investors (the "Federated Funds") as specified below:

<TABLE>
<CAPTION>
            MAXIMUM FEE              AVERAGE AGGREGATE DAILY NET ASSETS
        --------------------        ------------------------------------
        <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.

   
SHAREHOLDER SERVICES.    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 the Fund 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.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS.   In addition to periodic payments  to
financial  institutions for shareholder services, certain financial institutions
may be  compensated  by  the  Adviser  or  its  affiliates  for  the  continuing
investment of customers' assets in certain funds, including the Fund, advised by
those  entities.  These payments  will be  made directly  by the  distributor or
Adviser from their assets, and will not be  made from the assets of the Fund  or
by the assessment of a sales load on shares.
     
CUSTODIAN.   State Street Bank and  Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

                                       9

   
TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Boston,  Massachusetts,  is  transfer agent  for  the  shares of  the  Fund, and
dividend disbursing agent for the Fund.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.
     
NET ASSET VALUE
- --------------------------------------------------------------------------------

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

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

SHARE PURCHASES

Shares of the Fund are sold on days on which the New York Stock Exchange is open
for business. Shares may be purchased either by wire or mail. The Fund  reserves
the right to reject any purchase request.

To  purchase shares of the Fund, open an account by calling Federated Securities
Corp. Information  needed  to establish  the  account  will be  taken  over  the
telephone.

   
BY  WIRE.  To purchase shares of the Fund by Federal Reserve wire, call the Fund
before 1:00  p.m. (Eastern  time) to  place an  order. The  order is  considered
received immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern  time) that  day. Federal funds  should be wired  as follows: Federated
Services  Company,   c/o  State   Street  Bank   and  Trust   Company,   Boston,
Massachusetts;  Attention: EDGEWIRE; For Credit  to: Federated Ohio Intermediate
Municipal Trust; Fund Number (this number can be found on the Account  Statement
or by contacting the Fund); Group Number or Order Number; Nominee or Institution
Name; and ABA Number 011000028.
    

   
BY  MAIL.  To purchase shares of the Fund  by mail, send a check made payable to
Federated Ohio Intermediate Municipal Trust 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. This is normally
the next business day after the check is received.
    

SUBACCOUNTING SERVICES

Financial  institutions are encouraged to  open single master accounts. However,
certain  financial  institutions   may  wish   to  use   the  transfer   agent's
subaccounting  system to minimize their internal recordkeeping requirements. The
transfer agent may  charge a fee  based on the  level of subaccounting  services
rendered.   Financial  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 of the Fund. This prospectus should, therefore, be read together with any

                                       10

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.

MINIMUM INVESTMENT REQUIRED

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

Individual accounts established  through a bank  or broker may  be subject to  a
different minimum investment requirement.

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

The net asset  value is determined  as of  the close of  trading (normally  4:00
p.m.,  Eastern  time) on  the New  York Stock  Exchange, Monday  through Friday,
except on: (i) days on  which there are not sufficient  changes in the value  of
the  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.
    

EXCHANGING SECURITIES FOR FUND SHARES

Investors  may  exchange  certain  municipal  securities  or  a  combination  of
securities and cash for Fund shares. The securities and cash must have a  market
value  of  at  least $25,000.  The  Fund  reserves the  right  to  determine the
acceptability of the securities to be exchanged. Securities accepted by the Fund
are valued  in the  same manner  as  the Fund  values its  assets.  Shareholders
wishing to exchange securities should first contact Federated Securities Corp.

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.

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

DIVIDENDS AND DISTRIBUTIONS

Dividends  are declared daily  and paid monthly 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,  unless shareholders  request cash  payments on  the  new
account  form or by  writing to Federated Services  Company. All shareholders on
the record date are entitled to the dividend.

                                       11

CAPITAL GAINS

Distributions of net realized long-term capital  gains realized by the Fund,  if
any, will be made at least once every twelve months.

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

   
The  Fund redeems shares at their net asset value 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 by telephone request or by written request.
    

   
BY TELEPHONE.   Shareholders may  redeem their  shares by  telephoning the  Fund
before  4:00 p.m. (Eastern time). All proceeds will normally be wire transferred
the following  business day,  but  in no  event more  than  seven days,  to  the
shareholder's  account at  a domestic  commercial bank that  is a  member of the
Federal Reserve System. If at any time, the Fund shall determine it necessary to
terminate or modify this  method of redemption,  shareholders would be  promptly
notified. Telephone redemption instructions may be recorded.
    
    
An  authorization  form  permitting  the  Fund  to  accept  telephone redemption
requests must first be completed. It is recommended that investors request  this
privilege at the time of their initial application. If not completed at the time
of  initial application, authorization forms and information on this service can
be obtained through Federated Securities Corp. 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  such a  case should  occur,  another
method of redemption, such as "By Mail," should be considered.

BY  MAIL.   Shareholders  may  redeem shares  by  sending a  written  request to
Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600. The
written request  should  include the  shareholder's  name, the  Fund  name,  the
account  number, and the share or dollar amount requested. If share certificates
have been  issued,  they  must  be  properly endorsed  and  should  be  sent  by
registered  or certified mail to Federated  Services Company, 500 Victory Road -
2nd Floor, Quincy, Massachusetts 02171 with the written request.
    

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

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

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

                                       12

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

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

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

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

   
Normally, a  check for  the proceeds  is mailed  to the  shareholder within  one
business  day, but in no  event more than seven days,  after receipt of a proper
written redemption request provided the transfer agent has received payment  for
shares from the shareholder.
    

ACCOUNTS WITH LOW BALANCES
    
Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem shares in any account and pay  the proceeds to the shareholder of  record
if  the account balance falls below the required minimum value of $25,000 due to
shareholder redemptions.  This  requirement  does not  apply,  however,  if  the
balance  falls below $25,000 because  of changes in the  Fund's net asset value.
Before shares are redeemed to close  an account, the shareholder is notified  in
writing  and allowed 30 days  to purchase additional shares  to meet the minimum
requirement.
     
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 portfolio
in the Trust have equal  voting rights except that  in matters affecting only  a
particular fund, only shareholders of that fund are entitled to vote. As of July
3, 1995, Defco Company, Defiance, Ohio, owned 27.28% of the voting securities of
the  Fund and, therefore, may for certain purposes be deemed to control the Fund
and be able to  affect the outcome  of certain matters presented  for a vote  of
shareholders.
    

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 the  shareholders for this purpose  shall be called by the
Trustees upon the  written request of  shareholders owning at  least 10% of  the
outstanding shares of all series in the Trust entitled to vote.

                                       13

MASSACHUSETTS PARTNERSHIP LAW

Under  certain  circumstances, shareholders  may  be held  personally  liable as
partners under Massachusetts law for acts or obligations of the Trust on  behalf
of  the Fund.  To protect shareholders  of the  Fund, the Trust  has filed legal
documents  with  Massachusetts   that  expressly  disclaim   the  liability   of
shareholders  of  the Fund  for such  acts  or obligations  of the  Trust. These
documents require  notice of  this disclaimer  to be  given in  each  agreement,
obligation,  or instrument that the Trust or  its Trustees enter into or sign on
behalf of the Fund.

In the unlikely event a  shareholder of the Fund  is held personally liable  for
the  Trust's obligations on behalf of the Fund, the Trust is required to use the
property of the Fund to protect  or compensate the shareholder. On request,  the
Trust  will defend any claim made and  pay any judgment against a shareholder of
the Fund  for  any act  or  obligation  of the  Trust  on behalf  of  the  Fund.
Therefore,  financial loss resulting from liability as a shareholder of the Fund
will  occur  only  if  the  Trust  cannot  meet  its  obligations  to  indemnify
shareholders and pay judgments against them from the assets of the Fund.

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

FEDERAL INCOME TAX

The  Fund will pay no federal income tax because it expects to meet requirements
of the Internal  Revenue Code of  1986, as amended  (the "Code"), 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.

Shareholders are not required to pay federal regular income tax on any dividends
received from  the Fund  that  represent net  interest on  tax-exempt  municipal
bonds.  However,  dividends  representing  net interest  income  earned  on some
municipal  bonds  may  be  included   in  calculating  the  federal   individual
alternative minimum tax or the federal alternative minimum tax for corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals  and 20% for  corporations, applies when it  exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased  by certain "tax preference" items  not
included  in  regular  taxable income  and  reduced  by only  a  portion  of the
deductions allowed in the calculation of the regular tax.

Interest on certain  "private activity" bonds  issued after August  7, 1986,  is
treated  as a tax preference item  for both individuals and corporations. Unlike
traditional governmental purpose municipal bonds, which finance roads,  schools,
libraries,  prisons, and other public facilities, private activity bonds provide
benefits to private parties. The Fund may purchase all types of municipal bonds,
including private activity  bonds. Thus, should  it purchase any  such bonds,  a
portion of the Fund's dividends may be treated as a tax preference item.

                                       14

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent  interest on municipal bonds will  become subject to the 20% corporate
alternative minimum tax because  the dividends are  included in a  corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the  excess  of  a  taxpayer's  pre-tax  "adjusted  current  earnings"  over the
taxpayer's  alternative  minimum  taxable  income  as  a  tax  preference  item.
"Adjusted  current  earnings"  is  based upon  the  concept  of  a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any  Fund dividend, and  alternative minimum taxable  income does  not
include the portion of the Fund's dividend attributable to municipal bonds which
are  not  private  activity  bonds,  the  difference  will  be  included  in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some  temporary
investments and any realized net short-term gains are taxed as ordinary income.

These  tax  consequences apply  whether  dividends are  received  in cash  or as
additional shares. Information on the tax status of dividends and  distributions
is provided annually.

OHIO TAXES

Under  existing Ohio laws, distributions made by the Fund will not be subject to
Ohio individual income  tax if  such distributions  qualify as  "exempt-interest
dividends"  under the Code, and represent  (i) interest from obligations of Ohio
or its subdivisions which is exempt from federal income tax; or (ii) interest or
dividends from obligations issued  by the United States  and its territories  or
possessions  or by  any authority, commission  or instrumentality  of the United
States which are exempt from state income tax under federal laws. Conversely, to
the extent that distributions made by the  Fund are derived from other types  of
obligations, such dividends will be subject to Ohio individual income tax.

Distributions made by the Fund will not be subject to Ohio corporation franchise
tax if such distributions qualify as "exempt-interest dividends" under the Code,
and represent (i) interest from obligations of Ohio or its subdivisions which is
exempt  from federal  income tax; or  (ii) net interest  income from obligations
issued by  the  United States  and  its territories  or  possessions or  by  any
authority, commission or instrumentality of the United States, which is included
in  federal taxable  income and  which the  exempt from  state income  tax under
federal laws.

Exempt-interest dividends that represent interest  from obligations held by  the
Fund which are issued by the State of Ohio or its political subdivisions will be
exempt from any Ohio municipal income tax (even if the municipality is permitted
under Ohio law to levy a tax on intangible income).

OTHER STATE AND LOCAL TAXES

Income  from the Fund is not necessarily  free from state income taxes in states
other than  Ohio or  from personal  property taxes.  State laws  differ on  this
issue,  and shareholders are  urged to consult their  own tax advisers regarding
the status of their accounts under state and local tax laws.

                                       15

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

   
From  time  to  time,  the  Fund   advertises  its  total  return,  yield,   and
tax-equivalent yield.
    

Total return represents the change, over a specific period of time, in the value
of  an investment  in the  Fund 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 the Fund  is calculated by dividing  the net investment income per
share (as  defined by  the Securities  and Exchange  Commission) earned  by  the
shares  of the Fund over a thirty-day period  by the offering price per share of
the shares of  the Fund  on the  last day  of the  period. This  number is  then
annualized  using semi-annual compounding. The  tax-equivalent yield of the Fund
is calculated similarly  to the yield,  but is adjusted  to reflect the  taxable
yield that the Fund would have had to earn to equal its actual yield, assuming a
specific  tax rate.  The yield and  the tax-equivalent yield  do not necessarily
reflect income actually earned by the Fund and, therefore, may not correlate  to
the dividends or other distributions paid to shareholders.
    

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

                                       16
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)
PORTFOLIO OF INVESTMENTS
MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  PRINCIPAL                                                  CREDIT
   AMOUNT                                                    RATING*    VALUE
  ---------  ----------------------------------------------  -------  ----------
  <C>        <S>                                             <C>      <C>
  INTERMEDIATE-TERM MUNICIPAL SECURITIES--98.0%
  ---------------------------------------------------------
             OHIO--94.9%
             ----------------------------------------------
   $200,000  Akron, OH, Waterworks System, 5.50% Mortgage
             Revenue Bonds (FGIC Insured), 12/1/2005           AAA    $  207,264
             ----------------------------------------------
   100,000   Avon Lake, OH, 5.35% LT GO Bonds (Series
             1994), 12/1/2003                                   A        102,260
             ----------------------------------------------
   200,000   Cleveland, OH, 5.40% Airport System
             Improvement Revenue Bonds (Series 1994A)/(FGIC
             Insured)/(Original Issue Yield: 5.55%)/
             (Subject to AMT), 1/1/2004                        AAA       204,258
             ----------------------------------------------
   250,000   Cleveland, OH, 6.00% Various Purpose LT GO
             Bonds (Series 1994)/(MBIA Insured)/(Original
             Issue Yield: 6.10%), 11/15/2004                   AAA       266,513
             ----------------------------------------------
   150,000   Columbus, OH, 5.50% Various Purpose LT GO
             Bonds (Series 1994-1)/(Original Issue Yield:
             5.583%), 5/15/2004                                AA+       157,455
             ----------------------------------------------
   500,000   Columbus, OH, Municipal Airport Authority,
             5.55% Improvement Revenue Bonds (Series
             1994A)/(Port Columbus International
             Airport)/(MBIA Insured)/(Original Issue Yield:
             5.65%)/(Subject to AMT), 1/1/2004                 AAA       514,580
             ----------------------------------------------
   100,000   Columbus, OH, Water System, 6.375% Refunding
             Revenue Bonds (Series 1991)/(Original Issue
             Yield: 6.65%), 11/1/2010                          A1        104,933
             ----------------------------------------------
   400,000   Cuyahoga County, OH, 5.00% Hospital Revenue
             Bonds (Fairview General Hospital)/(Original
             Issue Yield: 5.10%), 8/15/2004                     A        382,052
             ----------------------------------------------
   250,000   Franklin County, OH, 5.875% Revenue Bonds
             (Seton Square North)/(FHA Insured)/(Original
             Issue Yield: 6.00%), 10/1/2004                    Aa        258,780
             ----------------------------------------------
   100,000   Kings Local School District, OH, 6.25% UT GO
             Bonds, 12/1/2001                                  NR        107,668
             ----------------------------------------------
   100,000   Kings Local School District, OH, 6.50% UT GO
             Bonds, 12/1/2003                                  NR        109,920
             ----------------------------------------------
   250,000   Lakewood, OH, 5.35% UT GO Bonds (Series A),
             12/1/2004                                         Aa        258,848
             ----------------------------------------------
   250,000   Lorain County, OH, 5.10% Hospital Facilities
             Refunding Revenue Bonds (EMH Regional Medical
             Center)/(AMBAC Insured)/ (Original Issue
             Yield: 5.30%), 11/1/2004                          AAA       247,595
             ----------------------------------------------
</TABLE>
     
                                       17
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                  CREDIT
   AMOUNT                                                    RATING*    VALUE
  ---------  ----------------------------------------------  -------  ----------
  <C>        <S>                                             <C>      <C>
  INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
  ---------------------------------------------------------
             OHIO--CONTINUED
             ----------------------------------------------
   $200,000  Mahoning County, OH, 5.70% LT GO Various
             Purpose Capital Bonds (Series 1994)/(MBIA
             Insured), 12/1/2004                               AAA    $  210,638
             ----------------------------------------------
   150,000   Maumee, OH, 5.35% Hospital Facilities Revenue
             Bonds (Series 1994)/(St. Luke's
             Hospital)/(AMBAC Insured), 12/1/2004              AAA       154,159
             ----------------------------------------------
   150,000   Miami Valley Regional Transit Authority, OH,
             5.40% LT GO Bonds (Series 1994), 12/2/2004         A        153,241
             ----------------------------------------------
   150,000   North Canton, OH, City School District, 5.50%
             LT GO Bonds, 12/1/2003                             A        153,784
             ----------------------------------------------
   100,000   North Royalton City School District, OH, 5.50%
             UT GO School Improvement Bonds (Series
             1994)/(MBIA Insured), 12/1/2004                   AAA       103,821
             ----------------------------------------------
   150,000   Ohio State HFA, 5.40% Revenue Bonds (Series
             1994A-1)/(GNMA Collateralized), 3/1/2004          AAA       151,026
             ----------------------------------------------
   610,000   Ohio State HFA, 5.80% Revenue Bonds (Series
             1994B-1)/(GNMA Collateralized), 9/1/2005          AAA       630,892
             ----------------------------------------------
   250,000   Ohio State, 5.60% Infrastructure Improvement
             GO Bonds (Series 1995)/(Original Issue Yield:
             5.65%), 8/1/2002                                  AA        264,005
             ----------------------------------------------
   250,000   Olentangy Local School District, OH, 5.60% UT
             GO Bonds (Series 1995A)/(Original Issue Yield:
             5.70%), 12/1/2004                                 AA-       260,658
             ----------------------------------------------
   200,000   Portage County, OH, 5.40% LT GO Bonds (AMBAC
             Insured), 12/1/2003                               AAA       207,164
             ----------------------------------------------
   195,000   Stow, OH, 7.75% LT GO Bonds (Safety Center
             Construction Bonds), 12/1/2003                    A1        230,726
             ----------------------------------------------
   260,000   Summit County, OH, 5.75% LT GO Various Purpose
             Bonds (AMBAC Insured), 12/1/2005                  AAA       273,824
             ----------------------------------------------
   200,000   Toledo, OH, Sewer System, 5.75% Revenue Bonds
             (Original Issue Yield: 5.85%)/(AMBAC Insured),
             11/15/2005                                        AAA       211,258
             ----------------------------------------------
   230,000   Tuscarawas Valley Local School District, OH,
             5.45% UT GO Bonds (Series 1995)/(AMBAC
             Insured), 12/1/2004                               AAA       239,872
             ----------------------------------------------
</TABLE>
     
                                       18
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                  CREDIT
   AMOUNT                                                    RATING*    VALUE
  ---------  ----------------------------------------------  -------  ----------
  <C>        <S>                                             <C>      <C>
  INTERMEDIATE-TERM MUNICIPAL SECURITIES--CONTINUED
  ---------------------------------------------------------
             OHIO--CONTINUED
             ----------------------------------------------
   $100,000  Warren County, OH, 5.35% Waterworks System
             Revenue Bonds (Series 1994)/(Original Issue
             Yield: 5.45%)/(MBIA Insured), 12/1/2005           AAA    $  102,176
             ----------------------------------------------           ----------
                 Total                                                 6,269,370
             ----------------------------------------------           ----------
             VIRGIN ISLANDS--3.1%
             ----------------------------------------------
   200,000   Virgin Islands, HFA Single Family Mortgage,
             5.70% Refunding Revenue Bonds (GNMA
             collateralized)/(Subject to AMT), 3/1/2004        AAA       203,144
             ----------------------------------------------           ----------
               TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
               (IDENTIFIED COST, $6,263,138)                           6,472,514
             ----------------------------------------------           ----------
  SHORT-TERM MUNICIPAL SECURITIES--3.8%
  ---------------------------------------------------------
             PUERTO RICO--3.8%
             ----------------------------------------------
   250,000   Puerto Rico Government Development Bank,
             Weekly VRDNs (Credit Suisse and Sumitomo Bank
             Ltd. LOCs)                                        A-1       250,000
             ----------------------------------------------           ----------
               TOTAL SHORT-TERM MUNICIPAL SECURITIES, AT
               AMORTIZED COST                                            250,000
             ----------------------------------------------           ----------
               TOTAL INTERMEDIATE-TERM MUNICIPAL SECURITIES
               (IDENTIFIED COST, $6,513,138) (a)                      $6,722,514
             ----------------------------------------------           ----------
                                                                      ----------
<FN>
 *  Please refer to the Appendix of  the Statement of Additional Information for
   an explanation of the credit ratings. Current credit ratings are unaudited.
(a) The cost of investments for federal tax purposes amounts to $6,513,138.  The
    net  appreciation  on a  federal  tax basis  amounts  to $209,376,  which is
    comprised of $225,693 appreciation and $16,317 depreciation at May 31, 1995.
Note: The categories  of investments  are shown as  a percentage  of net  assets
      ($6,607,090) at May 31, 1995.
</TABLE>
     
                                       19
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
- ---------------------------------------------------------

<TABLE>
<S>        <C>
The following abbreviations are used in this portfolio:

AMBAC      --American Municipal Bond Assurance Corporation
AMT        --Alternative Minimum Tax
FGIC       --Financial Guaranty Insurance Company
FHA        --Federal Housing Administration
GNMA       --Government National Mortgage Association
GO         --General Obligation
HFA        --Housing Finance Authority/Agency
LOCs       --Letters of Credit
LT         --Limited Tax
MBIA       --Municipal Bond Investors Assurance
UT         --Unlimited Tax
VRDNs      --Variable Rate Demand Notes
</TABLE>
    

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

                                       20
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                   <C>
ASSETS:
- -------------------------------------------------------------------
Investments in securities, at value (identified and tax cost
$6,513,138)                                                           $6,722,514
- -------------------------------------------------------------------
Cash                                                                      41,817
- -------------------------------------------------------------------
Income Receivable                                                        119,971
- -------------------------------------------------------------------
Deferred Expenses                                                         13,001
- -------------------------------------------------------------------   ----------
    Total assets                                                       6,897,303
- -------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------
</TABLE>

<TABLE>
<S>                                                        <C>        <C>
Payable for investments purchased                          $247,812
- --------------------------------------------------------
Income distributions payable                                 22,265
- --------------------------------------------------------
Accrued expenses                                             20,136
- --------------------------------------------------------   --------
</TABLE>

<TABLE>
<S>                                                                   <C>
    Total liabilities                                                    290,213
- -------------------------------------------------------------------   ----------
NET ASSETS for 675,044 shares outstanding                             $6,607,090
- -------------------------------------------------------------------   ----------
                                                                      ----------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------
Paid-in capital                                                       $6,650,742
- -------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments                209,376
- -------------------------------------------------------------------
Accumulated net realized gain (loss) on investments                     (253,028)
- -------------------------------------------------------------------   ----------
    Total Net Assets                                                  $6,607,090
- -------------------------------------------------------------------   ----------
                                                                      ----------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
($6,607,090 DIVIDED BY 675,044 shares outstanding)                    $     9.79
- -------------------------------------------------------------------   ----------
                                                                      ----------
</TABLE>

(See Notes which are an integral part of the Financial Statements)
     
                                       21
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF OPERATIONS
YEAR ENDED MAY 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<S>                                              <C>        <C>        <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------
Interest                                                               $ 289,793
- --------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------
Investment advisory fee                                     $ 26,346
- ---------------------------------------------------------
Administrative personnel and services fees                   125,000
- ---------------------------------------------------------
Custodian and portfolio accounting fees                       59,367
- ---------------------------------------------------------
Shareholder services fee                                       2,635
- ---------------------------------------------------------
Transfer agent and dividend disbursing agent fees and
expenses                                                      16,293
- ---------------------------------------------------------
Share registration costs                                       6,713
- ---------------------------------------------------------
Directors'/Trustees' fees                                      3,560
- ---------------------------------------------------------
Auditing fees                                                 11,990
- ---------------------------------------------------------
Legal fees                                                       840
- ---------------------------------------------------------
Printing and postage                                          12,239
- ---------------------------------------------------------
Insurance premiums                                             3,987
- ---------------------------------------------------------
Taxes                                                            200
- ---------------------------------------------------------
Miscellaneous                                                  7,416
- ---------------------------------------------------------   --------
    Total expenses                                           276,586
- ---------------------------------------------------------
Deduct--
- ----------------------------------------------
  Waiver of investment advisory fees             $ 26,346
- ----------------------------------------------
  Reimbursement of other operating expenses       226,561    252,907
- ----------------------------------------------   --------   --------
      Net expenses                                                        23,679
- --------------------------------------------------------------------   ---------
        Net investment income                                            266,114
- --------------------------------------------------------------------   ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
- --------------------------------------------------------------------
Net realized gain (loss) on investments                                 (196,543)
- --------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on
investments                                                              376,266
- --------------------------------------------------------------------   ---------
    Net realized and unrealized gain (loss) on investments               179,723
- --------------------------------------------------------------------   ---------
        Change in net assets resulting from
          operations                                                   $ 445,837
- --------------------------------------------------------------------   ---------
                                                                       ---------
</TABLE>

(See Notes which are an integral part of the Financial Statements)
     
                                       22
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)

STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------

<TABLE>
<CAPTION>
                                                          YEAR ENDED MAY 31,
                                                       -------------------------
                                                          1995          1994*
                                                       -----------   -----------
<S>                                                    <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------
OPERATIONS--
- ----------------------------------------------------
Net investment income                                  $   266,114   $    64,956
- ----------------------------------------------------
Net realized gain (loss) on investments, ($179,063
net loss and $0, respectively, as computed for
federal tax purposes)                                     (196,543)      (56,485)
- ----------------------------------------------------
Net change in unrealized appreciation/(depreciation)
of investments                                             376,266      (166,890)
- ----------------------------------------------------   -----------   -----------
    Change in net assets resulting from operations         445,837      (158,419)
- ----------------------------------------------------   -----------   -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------
Distributions from net investment income                  (266,114)      (64,956)
- ----------------------------------------------------   -----------   -----------
SHARE TRANSACTIONS--
- ----------------------------------------------------
Proceeds from sale of Shares                             8,891,447     6,891,738
- ----------------------------------------------------
Net asset value of Shares issued to shareholders in
payment of distributions declared                           39,693        11,620
- ----------------------------------------------------
Cost of Shares redeemed                                 (5,882,314)   (3,301,442)
- ----------------------------------------------------   -----------   -----------
    Change in net assets from Share transactions         3,048,826     3,601,916
- ----------------------------------------------------   -----------   -----------
        Change in net assets                             3,228,549     3,378,541
- ----------------------------------------------------
NET ASSETS:
- ----------------------------------------------------
Beginning of period                                      3,378,541       --
- ----------------------------------------------------   -----------   -----------
End of period                                          $ 6,607,090   $ 3,378,541
- ----------------------------------------------------   -----------   -----------
                                                       -----------   -----------
<FN>

* For the period from December 2, 1993 (date of initial public investment) to
  May 31, 1994.
</TABLE>
    

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

                                       23
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST

(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)

NOTES TO FINANCIAL STATEMENTS
MAY 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Intermediate  Municipal Trust (the  "Trust") is registered  under the Investment
Company Act  of  1940,  as  amended  (the  "Act"),  as  an  open-end  management
investment company. The Trust consists of two non-diversified portfolios and one
diversified  portfolio. The  financial statements  included herein  present only
those  of  Federated   Ohio  Intermediate  Municipal   Trust  (the  "Fund"),   a
non-diversified  portfolio. The financial statements of the other portfolios are
presented separately.  The  assets  of  each  portfolio  are  segregated  and  a
shareholder's interest is limited to the portfolio in which shares are held.

Effective  December 19, 1994, the Board of Trustees (the "Trustees") changed the
name of  the Fund  from  Ohio Intermediate  Municipal  Trust to  Federated  Ohio
Intermediate Municipal Trust.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT  VALUATIONS--Municipal bonds are valued by an independent pricing
    service, taking into consideration  yield, liquidity, risk, credit  quality,
    coupon,  maturity, type of  issue, and any  other factors or  market data it
    deems relevant  in  determining  valuations for  normal  institutional  size
    trading  units of debt securities. The  independent pricing service does not
    rely exclusively  on quoted  prices.  Short-term securities  with  remaining
    maturities  of sixty days or  less at the time of  purchase may be valued at
    amortized cost, which approximates fair market value.

    INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and  expenses
    are  accrued daily. Bond premium and  discount, if applicable, are amortized
    as  required  by  the  Internal  Revenue  Code,  as  amended  (the  "Code").
    Distributions to shareholders are recorded on the ex-dividend date.

    FEDERAL  TAXES--It is the Fund'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  tax-exempt  income.
    Accordingly, no provisions for federal tax  are necessary. At May 31,  1995,
    the  Fund  for federal  tax  purposes, had  a  capital loss  carryforward of
    $179,063 which will reduce the Fund's taxable income arising from future net
    realized gain on investments, if any,  to the extent permitted by the  Code,
    and thus will reduce the amount of distributions to shareholders which would
    otherwise be necessary to relieve the Fund of any liability for federal tax.
    Pursuant  to the  Code, such capital  loss carryforward will  expire in 2003
    ($179,063).
    

                                       24
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

    Additionally,  net  capital  losses  of  $73,965  attributable  to  security
    transactions incurred after October 31, 1994, are treated as arising on June
    1, 1995, the first day of the Fund's next taxable year.

    WHEN-ISSUED  AND  DELAYED  DELIVERY  TRANSACTIONS--The  Fund  may  engage in
    when-issued or delayed delivery  transactions. The Fund 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.

    DEFERRED   EXPENSES--The  costs  incurred  by   the  Fund  with  respect  to
    registration of its shares in its  first fiscal year, excluding the  initial
    expense of registering its shares have been deferred and are being amortized
    using the straight-line method not to exceed a period of five years from the
    Fund's commencement date.

    CONCENTRATION  OF RISK--Since the Fund invests  a substantial portion of its
    assets in  issuers located  in one  state, it  will be  more susceptible  to
    factors adversely affecting issuers in that state than would be a comparable
    tax-exempt  mutual  fund that  invests nationally.  In  order to  reduce the
    credit risk associated  with such  factors, at May  31, 1995,  51.3% of  the
    securities  in the portfolio of investments  are backed by letters of credit
    or bond insurance of various  financial institutions and financial  guaranty
    assurance  agencies.  The  value  of  investments  insured  by  or supported
    (backed) by a letter  of credit for  any one institution  or agency did  not
    exceed 19.8% of total investments.

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

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                        YEAR ENDED MAY 31,
                                                                       --------------------
                                                                         1995       1994*
- ---------------------------------------------------------------------  ---------  ---------
<S>                                                                    <C>        <C>
Shares sold                                                              941,647    690,481
- ---------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared         4,237      1,203
- ---------------------------------------------------------------------
Shares redeemed                                                         (625,521)  (337,003)
- ---------------------------------------------------------------------  ---------  ---------
  Net change resulting from Fund share transactions                      320,363    354,681
- ---------------------------------------------------------------------  ---------  ---------
                                                                       ---------  ---------

<FN>

*  For the period from  December 2, 1993 (date  of initial public investment) to
  May 31, 1994.
</TABLE>
     
                                       25
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY  FEE--Federated Management,  the Fund's  investment  adviser
(the  "Adviser"), receives  for its services  an annual  investment advisory fee
equal to .50 of 1% of the Fund's average daily net assets. The Adviser waived  a
portion of its fee to comply with certain state expense limitations. The Adviser
may  voluntarily choose  to waive  a portion  of its  fee and  reimburse certain
operating expenses  of  the Fund.  The  Adviser  can modify  or  terminate  this
voluntary waiver and reimbursement at any time at its sole discretion.

ADMINISTRATIVE   FEE--Federated  Administrative  Services   ("FAS"),  under  the
Administrative  Services  Agreement,  provides  the  Fund  with   administrative
personnel  and services. 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 shares.

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

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

ORGANIZATIONAL   EXPENSES--Organizational   expenses   ($23,676)   and  start-up
administrative service expenses ($31,506) were  borne initially by the  Adviser.
The Fund has agreed to reimburse the Adviser for the organizational expenses and
start-up  administrative expenses during the five year period following November
15, 1993 (date  the Fund first  became effective).  For the year  ended May  31,
1995, the Fund paid $2,499 and $3,326, respectively, pursuant to this agreement.

INTERFUND  TRANSACTIONS--During the year ended May 31, 1995, the Fund engaged in
purchase and sale transactions with funds that have a common investment  adviser
(or  affiliated investment  advisers), common  Directors/Trustees, and/or common
Officers. These transactions were made at current market value pursuant to  Rule
17a-7 under the Act amounting to $6,100,000 and $5,850,000, respectively.

GENERAL--Certain  of the  Officers and  Trustees of  the Trust  are Officers and
Directors or Trustees of the above companies.
     
                                       26
   
FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(FORMERLY, OHIO INTERMEDIATE MUNICIPAL TRUST)
- --------------------------------------------------------------------------------

(5) INVESTMENT TRANSACTIONS

Purchases and sales  of investments,  excluding short-term  securities, for  the
year ended May 31, 1995, were as follows:

<TABLE>
<S>                                                                   <C>
- --------------------------------------------------------------------
PURCHASES                                                             $5,909,485
- --------------------------------------------------------------------  ----------
SALES                                                                 $2,960,611
- --------------------------------------------------------------------  ----------
</TABLE>
     
                                       27

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ---------------------------------------------------------

   
To the Shareholders and Board of Trustees of
INTERMEDIATE MUNICIPAL TRUST
(Federated Ohio Intermediate Municipal Trust)
(formerly, Ohio Intermediate Municpal Trust):

We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Federated  Ohio  Intermediate  Municipal  Trust  (an  investment  portfolio   of
Intermediate  Municipal Trust,  a Massachusetts  business trust),  including the
schedule of portfolio investments, as of May 31, 1995, and the related statement
of operations for the year then ended,  the statement of changes in net  assets,
and  financial  highlights  (see  page  2 of  the  prospectus)  for  the periods
presented.  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 the securities owned as  of
May  31,  1995, by  correspondence with  the  custodian and  brokers. As  to the
securities purchased but  not received, we  requested confirmation from  brokers
and,  when replies were not received,  we carried out other alternative auditing
procedures. 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   Ohio  Intermediate  Municipal  Trust,  an  investment  portfolio  of
Intermediate Municipal Trust as of May  31, 1995, the results of its  operations
for  the  year then  ended,  the changes  in its  net  assets and  the financial
highlights for  the periods  presented, in  conformity with  generally  accepted
accounting principles.
    

                                          ARTHUR ANDERSEN LLP

   
Pittsburgh, Pennsylvania
June 30, 1995
    

                                       28

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

   
<TABLE>
<S>                                                              <C>
Fund
              Federated Ohio Intermediate
              Municipal Trust                                    Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

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

Custodian
              State Street Bank and Trust Company                P.O. Box 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         P.O. Box 8600
                                                                 Boston, Massachusetts 02266-8600
- -------------------------------------------------------------------------------------------

Independent Public Accountants
              Arthur Andersen LLP                                2100 One PPG Place
                                                                 Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------
</TABLE>
    

                                       29
   
- --------------------------------------------------------------------------------
                                  FEDERATED OHIO
                                  INTERMEDIATE

                                  MUNICIPAL TRUST
                                  PROSPECTUS

                                  A Non-Diversified Portfolio of
                                  Intermediate Municipal Trust
                                  An Open-End, Management
                                  Investment Company

                                  July 31, 1995
     
   
[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           CUSIP 458810405
           3081602A (7/95)                         [RECYCLED PAPER LOGO]

    





   Federated Ohio Intermediate Municipal Trust

(A Portfolio of  Intermediate Municipal Trust)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus of Federated Ohio Intermediate Municipal Trust
    (formerly, "Ohio Intermediate Municipal Trust") (the "Fund") dated
    July 31, 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 July 31, 1995
   
Federated Securities Corp.
Distributor
A subsidiary of
Federated Investors
    
   
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Acceptable Investments                1
 When-Issued and Delayed
   Delivery Transactions                2
 Temporary Investments                 2
 Portfolio Turnover                    3
 Investment Limitations                3
 Investment Risks                      4
Management of Intermediate
Municipal Trust                         5
 Officers and Trustees                 5
 Fund Ownership                        9
 Trustees' Compensation               10
 Trustee Liability                    10
Investment Advisory Services           11
 Adviser to the Fund                  11
 Advisory Fees                        11
Administrative Services                11
Shareholder Services Agreement         11
Transfer Agent and Dividend
Disbursing Agent                       12
Purchasing Shares                      12
 Conversion to Federal Funds          12
Determining Net Asset Value            12
 Valuing Municipal Bonds              12
 Use of Amortized Cost                13
Redeeming Shares                       13
 Redemption in Kind                   13
Tax Status                             13
 The Fund's Tax Status                13
 Shareholders' Tax Status             13
Total Return                           14
Yield                                  14
Tax-Equivalent Yield                   14
 Tax-Equivalency Table                14
Performance Comparisons                15
About Federated Investors              16
 Mutual Fund Market                   16
Appendix                               18
    
   
General Information About the Fund
The Fund is a portfolio of Intermediate Municipal Trust (the "Trust").
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated May 31, 1985.
    
Investment Objective and Policies
The Fund's investment objective is to provide current income which is
exempt from federal regular income tax and personal income taxes imposed
by the State of Ohio. The investment objective cannot be changed without
approval of shareholders.
Acceptable Investments
   
The Fund invests primarily in a portfolio of municipal securities which
are exempt from federal regular income tax and Ohio state personal
income taxes. These securities include those issued by or on behalf of
the State of Ohio and Ohio municipalities, and those issued by states,
territories, and possessions of the United States which are exempt from
both federal regular income tax and Ohio state personal income taxes.
   Characteristics
      The Ohio municipal securities in which the Fund invests have the
      characteristics set forth in the prospectus.
      An Ohio municipal security will be determined by the Fund's
      adviser to meet the quality standards established by the Trust's
      Board of Trustees (the "Trustees") if it is of comparable quality
      to municipal securities within the Fund's rating requirements. The
      Trustees consider the creditworthiness of the issuer of a
      municipal security, the issuer of a participation interest if the
      Fund has the right to demand payment from the issuer of the
      interest, or the guarantor of payment by either of those issuers.
      The Fund is not required to sell a municipal security if the
      security's rating is reduced below the required minimum subsequent
      to its purchase by the Fund. The investment adviser considers this
      event, however, in its determination of whether the Fund should
      continue to hold the security in its portfolio. If Moody's
      Investors Service, Inc., Standard & Poor's Ratings Group or Fitch
      Investor Services, Inc. ratings change because of changes in those
      organizations or in their rating systems, the Fund will try to use
      comparable ratings as standards in accordance with the investment
      policies described in the Fund's prospectus.
          
   Types of Acceptable Investments
      Examples of Ohio municipal securities are:
      -  municipal notes and municipal commercial paper;
      -  serial bonds sold with differing maturity dates;
      -  tax anticipation notes sold to finance working capital needs of
        municipalities;
      -  bond anticipation notes sold prior to the issuance of long-term
        bonds;
      -  pre-refunded municipal bonds; and
      -  general obligation bonds secured by a municipality pledge of
        taxation.
   Participation Interests
      The financial institutions from which the Fund purchases
      participation interests frequently provide or secure from another
      financial institution irrevocable letters of credit or guarantees
      and give the Fund the right to demand payment of the principal
      amounts of the participation interests plus accrued interest on
      short notice (usually within seven days).
   Variable Rate Municipal Securities
      Variable interest rates generally reduce changes in the market
      value of municipal securities from their original purchase prices.
      Accordingly, as interest rates decrease or increase, the potential
      for capital appreciation or depreciation is less for variable rate
      municipal securities than for fixed income obligations. Many
      municipal securities with variable interest rates purchased by the
      Fund are subject to repayment of principal (usually within seven
      days) on the Fund's demand. The terms of these variable rate
      demand instruments require payment of principal and accrued
      interest from the issuer of the municipal obligations, the issuer
      of the participation interests, or a guarantor of either issuer.
   Municipal Leases
      The Fund may purchase municipal securities in the form of
      participation interests which represent undivided proportional
      interests in lease payments by a governmental or non-profit
      entity. The lease payments and other rights under the lease
      provide for and secure the payments on the certificates. Lease
      obligations may be limited by municipal charter or the nature of
      the appropriation for the lease. In particular, lease obligations
      may be subject to periodic appropriation. If the entity does not
      appropriate funds for future lease payments, the entity cannot be
      compelled to make such payments. Furthermore, a lease may provide
      that the certificate trustee cannot accelerate lease obligations
      upon default. The trustee would only be able to enforce lease
      payments as they became due. In the event of a default or failure
      of appropriation, it is unlikely that the trustee would be able to
      obtain an acceptable substitute source of payment.
      In determining the liquidity of municipal lease securities, the
      Fund's investment adviser, under the authority delegated by the
      Trustees, will base its determination on the following factors;
      -  whether the lease can be terminated by the lessee;
      -  the potential recovery, if any, from a sale of the leased
        property upon termination of the lease;
      -  the lessee's general credit strength (e.g., its debt,
        administrative, economic and financial characteristics and
        prospects);
      -  the likelihood that the lessee will discontinue appropriating
        funding for the leased property because the property is no
        longer deemed essential to its operations (e.g., the potential
        for an "event of non-appropriation"); and
      -  any credit enhancement or legal recourse provided upon an event
        of non-appropriation or other termination of the lease.
         
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 may engage in when-issued and
delayed delivery transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of its assets.
    
Temporary Investments
The Fund may also invest in temporary investments during times of
unusual market conditions for defensive purposes.
   Repurchase Agreements
      Repurchase agreements are arrangements in which banks,
      broker/dealers, and other recognized financial institutions sell
      U.S. government securities or certificates of deposit to the Fund
      and agree at the time of sale to repurchase them at a mutually
      agreed upon time and price within one year from the date of
      acquisition. The Fund or its custodian will take possession of the
      securities subject to repurchase agreements. 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. 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 may only enter into repurchase
      agreements with banks and other recognized financial institutions
      such as broker/dealers which are found by the Fund's adviser to be
      creditworthy pursuant to guidelines established by 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 on the Fund's records
      at the trade date. These assets are marked to market daily and are
      maintained until the transaction is settled.
Portfolio Turnover
   
The Fund may trade or dispose of portfolio securities as considered
necessary to meet its investment objective. For the year ended May 31,
1995 and for the  period from December 2, 1993 (date of initial public
investment) to May 31, 1994, the portfolio turnover rates for the Fund
were 56% and 48%, respectively.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin, but may obtain such short-term credits as
      may be necessary for clearance of purchases and sales of
      securities.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except that the Fund may
      borrow money and engage in reverse repurchase agreements in
      amounts up to one-third of the value of its total 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
      when the liquidation of portfolio securities is deemed to be
      inconvenient or disadvantageous. The Fund will not purchase any
      securities while borrowings in excess of 5% of its total assets
      are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge, or hypothecate its assets
      except to secure permitted borrowings. In those cases, it may
      mortgage, pledge, or hypothecate assets having a market value not
      exceeding 10% of the value of its total assets at the time of the
      pledge.
   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 Real Estate
      The Fund will not purchase or sell real estate or invest in real
      estate limited partnerships, although it may invest in municipal
      bonds secured by real estate or interests in real estate.
   Investing in Commodities
      The Fund will not buy or sell commodities, commodity contracts, or
      commodities futures contracts.
   Lending Cash or Securities
      The Fund will not lend any of its assets except that it may
      acquire publicly or non-publicly issued municipal bonds or
      temporary investments or enter into repurchase agreements in
      accordance with its investment objective, policies, and
      limitations or its Declaration of Trust.
   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 or in industrial development bonds or
      other securities, the interest upon which is paid from revenues of
      similar types of projects. However, the Fund may invest as
      temporary investments more than 25% of the value of its assets in
      cash or cash items, securities issued or guaranteed by the U.S.
      government, its agencies or instrumentalities, or instruments
      secured by these money market instruments, i.e., repurchase
      agreements.
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 change in these limitations becomes effective.
   Investing in Securities of Other Investment Companies
      The Fund will not purchase securities of other investment
      companies except as part of a merger, consolidation, or other
      acquisition.
         
   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 its investment
      adviser, owning individually more than 1/2 of 1% of the issuer's
      securities, together own more than 5% of the issuer's securities.
          
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of its net assets in
      securities which are illiquid, 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 industrial development bonds where the principal and
      interest are the responsibility of companies (or guarantors, where
      applicable) with less than three years of continuous operations,
      including the operation of any predecessor.
   Investing in Minerals
      The Fund will not purchase interests in oil, gas, or other mineral
      exploration or development programs or leases, although it may
      invest in securities of issuers which invest in or sponsor such
      programs.
In addition, to comply with investment restrictions of a certain state,
the Fund will not invest in real estate limited partnerships.
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.
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."
Investment Risks
The economy of the State of Ohio is reliant in part on durable goods
manufacturing, largely concentrated in motor vehicles and equipment,
steel, rubber products and household appliances. During the past decade,
competition in various industries in the State of Ohio has changed from
being domestic to international in nature. In addition, these industries
may be characterized as having excess capacity in particular product
segments. The steel industry, in particular, and the automobile
industry, to a lesser extent, share these characteristics. Because the
State of Ohio and certain underlying municipalities have large exposure
to these industries and their respective aftermarkets, trends in these
industries may, over the long term, impact the demographic and financial
position of the State of Ohio and its municipalities. To the degree that
domestic manufacturers in industries to which Ohio municipalities have
exposure fail to make competitive adjustments, employment statistics and
disposable income of residents in Ohio may deteriorate, possibly leading
to population declines and erosion of municipality tax bases.
Both the economic trends above and the political climate in various
municipalities may have contributed to the decisions of various
businesses and individuals to relocate outside the State. A
municipality's political climate in particular may affect its own credit
standing. For both the State of Ohio and underlying Ohio municipalities,
adjustment of credit ratings by the rating agencies may affect the
ability to issue securities and thereby affect the supply of obligations
meeting the quality standards for investment by the Fund.
The State ended fiscal year 1993 with a positive budgetary fund balance
of over $100 million. The 1994-1995 biennial budget was formulated with
reasonable revenue assumptions. The State implemented a revenue
enhancement package in January of 1993 that increased the cigarette tax
and the income tax bracket for incomes over $200,000, broadened the
sales tax base and capped tax distributions to local governments. These
and other minor revenue enhancements are budgeted to add $912 million of
additional revenue to the 1994-1995 biennial budget. The State's fund
balance reserve levels continue to be minimal but the State has
demonstrated its ability to manage with limited financial flexibility.
The State has established procedures for municipal fiscal emergencies
under which joint state/local commissions are established to monitor the
fiscal affairs of a financially troubled municipality. When these
procedures are invoked, the municipality must develop a financial plan
to eliminate deficits and cure any defaults. Since their adoption in
1979, these procedures have been applied to approximately twenty-one
cities and villages, including the City of Cleveland; in sixteen of
these communities, the fiscal situation has been resolved and the
procedures terminated.
The foregoing discussion only highlights some of the significant
financial trends and problems affecting the State of Ohio and underlying
municipalities.
   
Management of Intermediate Municipal Trust
Officers and Trustees
Officers and Trustees are listed with their addresses, principal
occupations during the past five years, birthdates and present
positions, including any affiliation with Federated Management,
Federated Investors, Federated Securities Corp., Federated Services
Company, Federated Administrative Services, Federated Shareholder
Services, and the Funds (as defined below).

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.; Chief Executive
Officer and Director, Trustee, or Managing General Partner of the Funds.
Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Company.

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

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

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, 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.

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:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-
profit entities; Director, Trustee, or Managing General Partner of the
Funds.

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 Company.

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.

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.

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 Trustee handles the responsibilities of the Board
         of Trustee  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 outstanding shares of the
Fund.
   
 As of July 6, 1995 the following shareholders of record owned 5% or
more of the outstanding shares of the Fund: SNBSO & Co., Springfield,
OH, owned approximately 43,348 shares 6.34%; Parcol & Co., Akron, OH,
owned approximately 60,750 shares 8.88%; Grand Old Company, Zanesville,
OH, owned approximately 41,085 shares 6%; Lorban & Company, Elvira, OH,
owned approximately 35,652 shares 5.21%; MAHCO, Youngstown, OH, owned
approximately 36,645 shares 5.36%; Federated Disbursing Corp.,
Pittsburgh, PA, owned approximately 110,698 shares 16.18%; Holdon,
Findlay, OH, owned approximately 55,484 shares 8.11%; DEFCO, Defiance,
OH, owned approximately 186,611 shares 27.28%
Trustees' Compensation
                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM              TOTAL COMPENSATION PAID
TRUST                   TRUST *#             FROM FUND COMPLEX +

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

Thomas G. Bigley     $958        $ 20,688 for the Trust and
Trustee                          49 other investment companies of the Fund
Complex

John T. Conroy, Jr.  $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
William J. Copeland  $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
James E. Dowd        $ 2,371     $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.          $ 1,286  $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.          $ 2,371  $ 117,202 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Glen R. Johnson      $ 0         $ 0for the Trust and
Trustee                          8 other investment companies in the Fund 
                                 Complex
Peter E. Madden      $ 1,091     $ 90,563 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Gregor F. Meyer      $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
John E. Murray, Jr.  $ 632       $ 0 for the Trust and
Trustee                          69 other investment companies in the Fund
Complex
Wesley W. Posvar     $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex
Marjorie P. Smuts    $ 1,286     $ 106,460 for the Trust and
Trustee                          64 other investment companies in the Fund
Complex

*Information is furnished for the fiscal year ended May 31, 1995.
#The aggregate compensation is provided for the Trust which is comprised
of three portfolios.
+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 judgement 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 of the voting securities
of Federated Investors are owned by a trust, the Trustees of which are
John F. Donahue, his wife, and his son, J. Christopher Donahue.
The 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 Fund.
    
Advisory Fees
For its advisory services, Federated Management receives an annual
investment advisory fee as described in the prospectus.
   
For the year ended May 31, 1995, and for the period from December 2,
1993 (date of initial public investment) to May 31, 1994, the Adviser
earned advisory fees of $26,346 and $6,929, respectively, all of which
was voluntarily waived. In addition, the Adviser reimbursed other
operating expenses of $226,561 and $35,630, 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 2.5% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1.5% per year of the remaining average
      net assets, the Adviser will reimburse the Trust for its expenses
      over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      expense 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.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
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 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 May 31, 1995,
Federated Administrative Services earned $125,000, none of which was
waived. For the period from December 2, 1993 (date of initial public
investment) to May 31, 1994, the Administrators earned $1,225,  none of
which was waived. Dr. Henry Gailliot, an officer of Federated
Management, the Adviser to the Fund, holds approximately 20% of the
outstanding common stock and serves as director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
Shareholder Services Agreement
This arrangement permits the payment of fees to Federated Shareholder
Services and, indirectly, to financial institutions 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: 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
changing dividend options, account designations, and addresses.
For the fiscal period ending May 31, 1995, and 1994, the Fund paid
shareholder service fees in the amounts of $2,635 and $437, all of which
were paid to financial institutions.
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 Trust'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
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. 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 Federated Funds. The
Adviser makes decisions on portfolio transactions and selects brokers
and dealers subject to review by the Trustees. 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 relationship 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 Federated Funds and other
accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have
paid, it would tend to reduce their expenses.
Purchasing Shares
Except under certain circumstances described in the prospectus, shares
are sold at their net asset value on days the New York Stock Exchange is
open for business. The procedure for purchasing shares is explained in
the prospectus under "Investing in the Fund."
Conversion to Federal Funds
   
It is the Fund's policy to be as fully invested as possible so that
maximum interest may be earned. Federated Services Company acts as the
shareholder's agent in depositing checks and converting them to federal
funds.
Determining Net Asset Value
Net asset value generally changes each day. The days on which net asset
value is calculated by the Fund are described in the prospectus.
    
Valuing Municipal Bonds
The Trustees use an independent pricing service to value municipal
bonds. The independent pricing service takes into consideration yield,
stability, risk, quality, coupon rate, maturity, type of issue, trading
characteristics, special circumstances of a security or trading market,
and any other factors or market data it considers relevant in
determining valuations for normal institutional size trading units of
debt securities, and does not rely exclusively on quoted prices.
Use of Amortized Cost
   
The Trustees have decided that the fair value of debt securities
authorized to be purchased by the Fund with remaining maturities of 60
days or less at the time of purchase, shall be their amortized cost
value, unless the particular circumstances of the security indicate
otherwise. Under this method, portfolio instruments and assets are
valued at the acquisition cost as adjusted for amortization of premium
or accumulation of discount rather than at current market value. The
Executive Committee continually assesses this method of valuation and
recommends changes where necessary to assure that the Fund's portfolio
instruments are valued at their fair value as determined in good faith
by the Trustees.
    
Redeeming Shares
The Fund redeems shares at the next computed net asset value after the
Fund receives the redemption request. Redemption procedures are
explained in the prospectus under "Redeeming Shares." Although State
Street Bank 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.
Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to $250,000 or
1% of the net asset value of the Fund, whichever is less, for any one
shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the
Trustees determine that further cash payments will have a material
adverse effect on remaining shareholders. In such a case, the Trust will
pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way that net asset value is determined.
The portfolio instruments will be selected in a manner that the Trustees
deem fair and equitable. Such securities will be readily marketable, to
the extent available.
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.
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 of 1986, 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
   Capital Gains
      Capital gains or losses may be realized by the Fund on the sale of
      portfolio securities and as a result of discounts from par value
      on securities held to maturity. Sales would generally be made
      because of:
      -  the availability of higher relative yields;
      -  differentials in market values;
      -  new investment opportunities;
      -  changes in creditworthiness of an issuer; or
      -  an attempt to preserve gains or limit losses.
      Distributions of long-term capital gains are taxed as such,
      whether they are taken in cash or reinvested, and regardless of
      the length of time the shareholder has owned shares. Any loss by a
      shareholder on Fund shares held for less than six months and sold
      after a capital gains distribution will be treated as a long-term
      capital loss to the extent of the capital gains distribution.
Total Return
   
The Fund's average annual total returns for the year ended May 31, 1995
and for the period from December 2, 1993 (date of initial public
investment) to May 31, 1995 were 7.98%  and 3.48%, respectively.
The average annual total return for 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, adjusted over the period by any additional shares, assuming the
monthly reinvestment of all dividends and distributions.
Yield
The Fund's yield for the thirty-day period ended May 31, 1995 was 4.94%.
    
The yield of the Fund is determined by dividing the net investment
income per share (as defined by the Securities and Exchange Commission)
earned by the Fund over a thirty-day period by the maximum offering
price per share on the last day of the period. This value is then
annualized using semi-annual compounding. This means that the amount of
income generated during the thirty-day period is assumed to be generated
each month over a twelve-month period and is reinvested every six
months. The yield does not necessarily reflect income actually earned by
the 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 shareholders.
To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment
in the Fund, performance will be reduced for those shareholders paying
those fees.
Tax-Equivalent Yield
   
The Fund's tax-equivalent yield for the thirty-day period ended May 31,
1995,  was 9.34%.
    
The tax-equivalent yield for the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a 39.60% Federal
tax rate and assuming that income is 100% tax-exempt.
Tax-Equivalency Table
   
The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal obligations in the
Fund's portfolio generally remains free from federal regular income tax*
and is free from the income taxes imposed by the State of Ohio (some
portion of the Fund's income may be subject to the federal alternative
minimum tax and state and local taxes).  As the table below indicates, a
"tax-free" investment is an attractive choice for investors,
particularly in times of narrow spreads between "tax-free" and taxable
yields.
     
     TAXABLE YIELD EQUIVALENT FOR 1995
     
                         State of Ohio
     FEDERAL TAX BRACKET:
                 15.00%   28.00%       31.00%        36.00%        39.60%
     
     COMBINED FEDERAL AND STATE TAX BRACKET:
                19.457%  33.201%      37.900%       43.500%       47.100%

     SINGLE        $1-   $23,351-     $56,551-     $117,951-        OVER
     RETURN      23,350   56,550      117,950       256,500       256,500


Tax-Exempt
Yield                         Taxable Yield Equivalent

      1.50%      1.86%      2.25%       2.42%        2.65%
     2.84%
      2.00%      2.48%      2.99%       3.22%        3.54%
     3.78%
      2.50%      3.10%      3.74%       4.03%        4.42%
     4.73%
      3.00%      3.72%      4.49%       4.83%        5.31%
     5.67%
      3.50%      4.35%      5.24%       5.64%        6.19%
     6.62%
      4.00%      4.97%      5.99%       6.44%        7.08%
     7.56%
      4.50%      5.59%      6.74%       7.25%        7.96%
     8.51%
      5.00%      6.21%      7.49%       8.05%        8.85%
     9.45%
      5.50%      6.83%      8.23%       8.86%        9.73%
     10.40%
      6.00%      7.45%      8.98%       9.66%       10.62%
     11.34%
     
     Note:  The maximum marginal tax rate for each bracket was used in
     calculating the taxable yield equivalent. Furthermore, additional
     state and local taxes paid on comparable taxable investments were
     not used to increase federal deductions.
     The chart above is for illustrative purposes only.  It is not an
     indicator of past or future performance of Fund shares.
     *  Some portion of the Fund's income may be subject to the federal
     alternative minimum tax and state and local income taxes.
         
Performance Comparisons
The performance of the Fund 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 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 as described above.
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 specific period of time. From
      time to time, the Fund will quote its Lipper ranking in the "other
      states intermediate municipal debt funds" category in advertising
      and sales literature.
   -  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.
   -  Lehman Brothers Five-Year State General Obligation Bonds is an
      index comprised of all state general obligation debt issues with
      maturities between four and six years. These bonds are rated A or
      better and represent a variety of coupon ranges. Index figures are
      total returns calculated for one, three and twelve month periods
      as well as year-to-date. Total returns are also calculated as of
      the index inception December 31, 1979.
   -  Lehman Brothers Ten-Year State General Obligation Bonds is an
      index comprised of the same issues noted above except that the
      maturities range between nine and eleven years. Index figures are
      total returns calculated for the same periods as listed above.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on non-standardized base periods. The total
returns represent the historic change in the value of an investment in
the Fund based on monthly reinvestment of dividends over a specified
period of time.
   
About 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 municipal sector, as of December 31,1994, Federated managed 18
bond funds with approximately $1.9 billion in assets and 18 money market
funds with approximately $6.6 billion in total assets.  In 1976,
Federated introduced one of the first municipal  bond mutual funds in
the industry and is now one of the largest institutional buyers of
municipal securities.
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.

* SOURCE: Investment Company Institute
    
Appendix
   
Standard and Poor's Ratings Group ("S&P") Municipal Bond Ratings
AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
NR--Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Moody's Investors Service, Inc. Municipal Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond
rating system. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks in
the lower end of its generic rating category.
Fitch Investors Service, Inc. Investment Grade Bond Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA". Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the "AAA"
category.
Standard and Poor's Ratings Group Municipal Note Ratings
SP-1--Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics
will be given a plus sign (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
Moody's Investors Service, Inc. Short-Term Loan Ratings
MIG1/VMIG1--This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support
or demonstrated broad based access to the market for refinancing.
MIG2/VMIG2--This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
Standard and Poor's Ratings Group  Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+)
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high for
issues designated A-1.
Moody's Investors Service, Inc. Commercial Paper Ratings
PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
PRIME-1 repayment capacity will normally be evidenced by the following
characteristics:
   -  leading market positions in well-established industries;
   -  high rates of return on funds employed;
   -  conservative capitalization structure with moderate reliance on
      debt and ample asset protection;
   -  broad margins in earning coverage of fixed financial charges and
      high internal cash generation; and
   -  well-established access to a range of financial markets and
      assured sources of alternative liquidity.
PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above,  but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Cusip 45881040
3081602B (7/95)
    



PART C.   OTHER INFORMATION

Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements: Filed in Part A
            (b)   Exhibits:
                   (1)  Conformed copy of Declaration of Trust of the
                        Registrant (12.);
                        (i) Conformed Copy of Amendment No.3 to Declaration
                        of Trust of Registrant;+
                        (ii) Conformed Copy of Amendment No.5 to Declaration
                        of Trust of Registrant;+
                        (iii) Conformed Copy of Amendment No.6 to Declaration
                        of Trust of Registrant;+
                   (2)  (i)   Copy of By-Laws of the Registrant (1.);
                        (ii)  Copy of Amendment to By-Laws of Registrant
                              (6.);
                   (3)  Not applicable;
                   (4)  Copy of Specimen Certificate for Shares of Beneficial
                        Interest of the Registrant (2.);
                              (i)   Copy of Specimen Certificates for Shares
                        of    Beneficial Interest of the Registrant for
                        Federated Intermediate Municipal Trust,   Federated
                        Ohio, Intermediate Municipal Trust  and Federated
                        Pennsylvania, Municipal Trust;+
                  (5)(i)  Copy of Investment Advisory Contract of the
                        Registrant;(14)
                        (a)               Conformed copy of Exhibit A to the
                              Investment Advisory Contract of the Registrant
                              to add Pennsylvania Intermediate Municipal
                              Trust and Ohio Intermediate Municipal Trust to
                              the present Investment Advisory Contract;(14)

  +   All exhibits have been filed electronically.
 1.   Response is incorporated by reference to Registrant's Initial
      Registration Statement on Form N-1A filed June 4, 1985 (File
      Nos. 2-98237 and 811-4314).
 2.   Response is incorporated by reference to Registrant's Pre-Effective
      Amendment No. 1 on Form N-1A filed October 22, 1985 (File Nos. 2-98237
      and 811-4314).
 6.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 4 on Form N-1A filed July 26, 1988 (File Nos. 2-98237 and
      811-4314).
12.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 17 on Form N-1A filed February 17, 1994 (File Nos. 2-
      98237 and 811-4314).
14.   Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 20 on Form N-1A filed July 27, 1994 (File Nos. 2-98237
      and 811-4314).
      
                  (6)   (i)   Conformed copy of Distributor's Contract of the
                        Registrant;+
                        (ii)  Conformed copy of Exhibit A to
                        Distributor's Contract;+
                        (iii) Conformed copy of Exhibit B to
                        Distributor's Contract;+
                        (iv)  Conformed copy of Exhibit C to
                        Distributor's Contract;+
                        (v)   Conformed copy of Exhibit D to
                        Distributor's Contract;+
                        (vi)  The Registrant hereby incorporates the
                        conformed copy of the specimen Mutual Funds Sales and
                        Service Agreement; Mutual Funds Service Agreement;
                        and Plan Trustee/Mutual Funds Service Agreement from
                        Item 24 (b) (6) of the Cash Trust Series II
                        Registration Statement on Form N-1A, filed with the
                        Commission on July 24, 1995. (File Numbers 33-38550
                        and 811-6269).
                  (7)   Not applicable;
                  (8)   Conformed copy of the Custodian Contract;(14)
                        (i) Copy of New Exhibit 1 to Custodian Contract;+
                  (9)                       Conformed copy of Agreement for
                        Fund Accounting, Shareholder Recordkeeping, and
                        Custody Services Procurement;(14)
                        (i) Conformed copy of Shareholder Services
                        Agreement of the Registrant;(14)
                        (ii)  Conformed copy of Administrative Services
                        Agreement of the Registrant;(14)
                        (iii) The responses described in Item 24 (b) (6) are
                        hereby incorporated by reference.
                  (10)  Not applicable;
                  (11)  Conformed copy of the Consent of Independent
                        Public Accountants;+
                  (12)  Not applicable;
                  (13)  Copy of Initial Capital Understanding (3.);
                  (14)  Not applicable;
                  (15)  Not applicable;
                  (16)  Copy of Schedule for Computation of Fund
                        Performance Data (13.);
                  (17)  Copy of Financial Data Schedules;+
                  (18)  Not applicable;
                  (19)  Conformed copy of Power of Attorney;+

  +   All exhibits have been filed electronically.

 3.   Response is incorporated by reference to Registrant's Pre-Effective
      Amendment No. 2 on Form N-1A filed December 19, 1985 (File Nos. 2-98237
      and 811-4314).
 13.  Response is incorporated by reference to Registrant's Post-Effective
      Amendment No. 19 on Form N-1A filed May 27, 1994 (File Nos. 2-98237 and
      811-4314).
 14.  Response is incorporated by reference to Registrant's Post Effective
      Amendment No. 20 on Form N1-A filed July 27, 1994(File Nos. 2-98237 and
      811-4314).

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

            None

Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                         as of  July 6, 1995

            Shares of Beneficial Interest

            Federated Pennsylvania Intermediate
                  Municipal Trust                           352
            Federated Intermediate Municipal Trust        1,812
            Federated Ohio Intermediate Municipal Trust     333

Item 27.    Indemnification:  (1.)

Item 28.    Business and Other Connections of Investment Adviser:  (1.)

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

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

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

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

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

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

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

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

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

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

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

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

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

Richard B. Watts               Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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   P.O. Box 8600
            Company                       Boston, MA  02266-8600
            ("Custodian")

Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:

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

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

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, INTERMEDIATE MUNICIPAL
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 27th day of July, 1995.

INTERMEDIATE MUNICIPAL TRUST

                  BY: /s/Robert C. Rosselot
                  Robert C. Rosselot, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  July 27, 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 27, 1995
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

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

Glen R. Johnson*                 President and Trustee

Edward C. Gonzales*              Executive Vice President
Thomas G. Bigley*                Trustee

John T. Conroy, Jr.*             Trustee

William J. Copeland*             Trustee

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

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
SK



ARTHUR ANDERSEN LLP.

Pittsburgh, Pennsylvania







CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As independent public accountants, we hereby consent to the use in
Post-Effective Amendment No. 22 to Form N-1A Registration Statement of
INTERMEDIATE MUNICIPAL TRUST, of our report dated June 30, 1995, on the
financial statements as of May 31, 1995, of Federated Intermediate
Municipal Trust, Federated Ohio Intermediate Municipal Trust, and
Federated Pennsylvania Intermediate Municipal Trust (the three
portofolios comprising the Intermediate Municipal Trust), included in or
made part of this registration statement.



By: ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania,
July 24, 1995




                                                Exhibit 1(i) under Form
N-1A
Exhibit 3(a)  under Item 601/Reg. S-K

INTERMEDIATE MUNICIPAL TRUST


Amendment No. 3
DECLARATION OF TRUST
Amended and Restated as of September 1, 1993


      THIS Declaration of Trust is amended as follows:


      Effective upon the filing with the Securities and Exchange
Commission of each funds' next prospectus update, this Declaration of
Trust is amended as follows:

      Strike the first paragraph of Section 5 of Article III from the
      Declaration of Trust and substitute in its place the following:
      
            "Section 5.  Establishment and Designation of Series or
            Class.
            Without limiting the authority of the Trustees set forth in
            Article XII, Section 8, inter alia, to establish and
            designate any additional Series or Class or to modify the
            rights and preferences of any existing Series or Class, the
            Series and Classes of the Trust shall be and are established
            and designated as:
            
                  
                  Intermediate Municipal Trust
                        Institutional Service Shares
                        Institutional Shares
                  Ohio Intermediate Municipal Trust
                  Pennsylvania Intermediate Municipal Trust."
                  
      The undersigned Assistant Secretary of Intermediate Municipal
Trust hereby certifies that the above stated Amendment is a trust and
correct Amendment to the Declaration of Trust, as adopted by the Board
of Trustees on the 20th day of August, 1993.

      WITNESS the due execution hereof this 2nd day of September, 1993.


                                          /s/ G. Andrew Bonnewell
                                          G. Andrew Bonnewell
                                          Assistant Secretary




                                                Exhibit 1(i) under Form
N-1A
Exhibit 3(a)  under Item 601/Reg. S-K


INTERMEDIATE MUNICIPAL TRUST


Amendment No. 5
DECLARATION OF TRUST
Amended and Restated as of September 1, 1993



      THIS Declaration of Trust is amended as follows:

      Strike the first paragraph of Section 5 of Article III from the
      Declaration of Trust and substitute in its place the following:
      
            "Section 5.  Establishment and Designation of Series or
            Class.
            
            Without limiting the authority of the Trustees set forth in
            Article XII, Section 8, inter alia, to establish and
            designate any additional Series or Class or to modify the
            rights and preferences of any existing Series or Class, the
            Series and Classes of the Trust shall be and are established
            and designated as:
            
                  
                  Intermediate Municipal Trust
                  Ohio Intermediate Municipal Trust
                  Pennsylvania Intermediate Municipal Trust."
                  
      The undersigned Assistant Secretary of Intermediate Municipal
Trust hereby certifies that the above stated Amendment is a trust and
correct Amendment to the Declaration of Trust, as adopted by the Board
of Trustees on the 16th day of November, 1994.

      WITNESS the due execution hereof this 16th day of November, 1994.


                                          /s/ G. Andrew Bonnewell
                                          G. Andrew Bonnewell
                                          Assistant Secretary





                                                Exhibit 1(i) under Form
N-1A
Exhibit 3(a)  under Item 601/Reg. S-K


INTERMEDIATE MUNICIPAL TRUST


Amendment No. 6
DECLARATION OF TRUST
Amended and Restated as of September 1, 1993


      Effective upon the filing with the Securities and Exchange
Commission of each funds' next prospectus update, this Declaration of
Trust is amended as follows:

      Strike the first paragraph of Section 5 of Article III from the
      Declaration of Trust and substitute in its place the following:
      
            "Section 5.  Establishment and Designation of Series or
            Class.
            
            Without limiting the authority of the Trustees set forth in
            Article XII, Section 8, inter alia, to establish and
            designate any additional Series or Class or to modify the
            rights and preferences of any existing Series or Class, the
            Series and Classes of the Trust shall be and are established
            and designated as:
            
                  
                  Federated Intermediate Municipal Trust
                  Federated Ohio Intermediate Municipal Trust
                  Federated Pennsylvania Intermediate Municipal Trust."
                  
      The undersigned Assistant Secretary of Intermediate Municipal
Trust hereby certifies that the above stated Amendment is a trust and
correct Amendment to the Declaration of Trust, as adopted by the Board
of Trustees on the 19th day of December, 1994.

      WITNESS the due execution hereof this 19th day of December, 1994.


                                          /s/ G. Andrew Bonnewell
                                          G. Andrew Bonnewell
                                          Assistant Secretary





                  Exhibit 8(i) under Form N-1A
Exhibit10 under Item 601/Reg. S-K



EXHIBIT 1

CONTRACT
DATE                 INVESTMENT COMPANY

12/1/94              Intermediate Municipal Trust
                       Federated Intermediate Municipal Trust
                       Federated Pennsylvania Intermediate Municipal Trust
                       Federated Ohio Intermediate Municipal Trust








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

INTERMEDIATE MUNICIPAL TRUST

FEDERATED INTERMEDIATE MUNICIPAL TRUST
(Trust Shares)
PORTFOLIO

Number                                                               Shares
_____                                                                 _____

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





THIS IS TO CERTIFY THAT                                     is the owner of





                                                            CUSIP 458810108


Fully Paid and Non-Assessable Shares of Beneficial Interest of FEDERATED
INTERMEDIATE MUNICIPAL TRUST of INTERMEDIATE MUNICIPAL TRUST 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, 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:                   INTERMEDIATE MUNICIPAL TRUST
Seal
1985
Massachusetts



/s/ David M. Taylor                                     /s/ John F. Donahue
    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 entireties     (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 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 INTERMEDIATE MUNICIPAL TRUST, 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.





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

INTERMEDIATE MUNICIPAL TRUST

FEDERATED PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST
(Trust Shares)
PORTFOLIO

Number                                                               Shares
_____                                                                 _____

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





THIS IS TO CERTIFY THAT                                     is the owner of





                                                            CUSIP 458810306


Fully Paid and Non-Assessable Shares of Beneficial Interest of FEDERATED
PENNSYLVANIA INTERMEDIATE MUNICIPAL TRUST of INTERMEDIATE MUNICIPAL
TRUST 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, 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:                   INTERMEDIATE MUNICIPAL TRUST
Seal
1985
Massachusetts



/s/ David M. Taylor                                     /s/ John F. Donahue
    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 entireties     (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 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 INTERMEDIATE MUNICIPAL TRUST, 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.




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

INTERMEDIATE MUNICIPAL TRUST

FEDERATED OHIO INTERMEDIATE MUNICIPAL TRUST
(Trust Shares)
PORTFOLIO

Number                                                               Shares
_____                                                                 _____

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





THIS IS TO CERTIFY THAT                                     is the owner of





                                                            CUSIP 458810405


Fully Paid and Non-Assessable Shares of Beneficial Interest of FEDERATED
OHIO INTERMEDIATE MUNICIPAL TRUST of INTERMEDIATE MUNICIPAL TRUST
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, 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:                   INTERMEDIATE MUNICIPAL TRUST
Seal
1985
Massachusetts



/s/ David M. Taylor                                     /s/ John F. Donahue
    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 entireties     (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 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 INTERMEDIATE MUNICIPAL TRUST, 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.









                              Exhibit 6(i) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K

FEDERATED INTERMEDIATE MUNICIPAL TRUST

DISTRIBUTOR'S CONTRACT

      AGREEMENT made this 1st day of June, 1993, by and between
FEDERATED INTERMEDIATE MUNICIPAL TRUST (the "Trust"), a Massachusetts
business Trust, and FEDERATED SECURITIES CORP. ("FSC"), a Pennsylvania
Corporation.

      In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:

      1.    The Trust hereby appoints FSC as its agent to sell and
distribute shares of the Trust which may be offered in one or more
series (the "Funds") consisting of one or more classes (the "Classes")
of shares (the "Shares"), as described and set forth on one or more
exhibits to this Agreement, at the current offering price thereof as
described and set forth in the current Prospectuses of the Trust.  FSC
hereby accepts such appointment and agrees to provide such other
services for the Trust, if any, and accept such compensation from the
Trust, if any, as set forth in the applicable exhibit to this Agreement.

      2.    The sale of any Shares may be suspended without prior notice
whenever in the judgment of the Trust it is in its best interest to do
so.

      3.    Neither FSC nor any other person is authorized by the Trust
to give any information or to make any representation relative to any
Shares other than those contained in the Registration Statement,
Prospectuses, or Statements of Additional Information ("SAIs") filed
with the Securities and Exchange Commission, as the same may be amended
from time to time, or in any supplemental information to said
Prospectuses or SAIs approved by the Trust.  FSC agrees that any other
information or representations other than those specified above which it
or any dealer or other person who purchases Shares through FSC may make
in connection with the offer or sale of Shares, shall be made entirely
without liability on the part of the Trust.  No person or dealer, other
than FSC, is authorized to act as agent for the Trust for any purpose.
FSC agrees that in offering or selling Shares as agent of the Trust, it
will, in all respects, duly conform to all applicable state and federal
laws and the rules and regulations of the National Association of
Securities Dealers, Inc., including its Rules of Fair Practice.  FSC
will submit to the Trust copies of all sales literature before using the
same and will not use such sales literature if disapproved by the Trust.

      4.    This Agreement is effective with respect to each Class as of
the date of execution of the applicable exhibit and shall continue in
effect with respect to each Class presently set forth on an exhibit and
any subsequent Classes added pursuant to an exhibit during the initial
term of this Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such continuance is
approved at least annually by the Trustees of the Trust including a
majority of the members of the Board of Trustees of the Trust who are
not interested persons of the Trust and have no direct or indirect
financial interest in the operation of any Distribution Plan relating to
the Trust or in any related documents to such Plan ("Disinterested
Trustees") cast in person at a meeting called for that purpose.  If a
Class is added after the first annual approval by the Trustees as
described above, this Agreement will be effective as to that Class upon
execution of the applicable exhibit and will continue in effect until
the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.

            5.    This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of any
penalty, by the vote of a majority of the Disinterested Trustees or by a
majority of the outstanding voting securities of the particular Fund or
Class on not more than sixty (60) days' written notice to any other
party to this Agreement.  This Agreement may be terminated with regard
to a particular Fund or Class by FSC on sixty (60) days' written notice
to the Trust.

            6.    This Agreement may not be assigned by FSC and shall
automatically terminate in the event of an assignment by FSC as defined
in the Investment Company Act of 1940, as amended, provided, however,
that FSC may employ such other person, persons, corporation or
corporations as it shall determine in order to assist it in carrying out
its duties under this Agreement.

            7.    FSC shall not be liable to the Trust 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 by this Agreement.

            8.    This Agreement may be amended at any time by mutual
agreement in writing of all the parties hereto, provided that such
amendment is approved by the Trustees of the Trust including a majority
of the Disinterested Trustees of the Trust cast in person at a meeting
called for that purpose.

            9.    This Agreement shall be construed in accordance with
and governed by the laws of the Commonwealth of Pennsylvania.

      10.    (a)        Subject to the conditions set forth below, the
Trust agrees to indemnify and hold harmless FSC and each person, if any,
who controls FSC within the meaning of Section 15 of the Securities Act
of 1933 and Section 20 of the Securities Act of 1934, as amended,
against any and all loss, liability, claim, damage and expense
whatsoever (including but not limited to any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever) arising
out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and supplemented) or
the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not
misleading, unless such statement or omission was made in reliance upon
and in conformity with written information furnished to the Trust about
FSC by or on behalf of FSC expressly for use in the Registration
Statement, any Prospectuses and SAIs or any amendment or supplement
thereof.

                  If any action is brought against FSC or any
controlling person thereof with respect to which indemnity may be sought
against the Trust pursuant to the foregoing paragraph, FSC shall
promptly notify the Trust in writing of the institution of such action
and the Trust shall assume the defense of such action, including the
employment of counsel selected by the Trust and payment of expenses.
FSC or any such controlling person thereof shall have the right to
employ separate counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of FSC or such controlling person
unless the employment of such counsel shall have been authorized in
writing by the Trust in connection with the defense of such action or
the Trust shall not have employed counsel to have charge of the defense
of such action, in any of which events such fees and expenses shall be
borne by the Trust.  Anything in this paragraph to the contrary
notwithstanding, the Trust shall not be liable for any settlement of any
such claim of action effected without its written consent.  The Trust
agrees promptly to notify FSC of the commencement of any litigation or
proceedings against the Trust or any of its officers or Trustees or
controlling persons in connection with the issue and sale of Shares or
in connection with the Registration Statement, Prospectuses, or SAIs.

            (b)   FSC agrees to indemnify and hold harmless the Trust,
each of its Trustees, each of its officers who have signed the
Registration Statement and each other person, if any, who controls the
Trust within the meaning of Section 15 of the Securities Act of 1933,
but only with respect to statements or omissions, if any, made in the
Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof in reliance upon, and in conformity with, information
furnished to the Trust about FSC by or on behalf of FSC expressly for
use in the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof.  In case any action shall be brought
against the Trust or any other person so indemnified based on the
Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof, and with respect to which indemnity may be sought
against FSC, FSC shall have the rights and duties given to the Trust,
and the Trust and each other person so indemnified shall have the rights
and duties given to FSC by the provisions of subsection (a) above.

            (c)   Nothing herein contained shall be deemed to protect
any person against liability to the Trust or its shareholders to which
such person would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the duties of such
person or by reason of the reckless disregard by such person of the
obligations and duties of such person under this Agreement.

            (d)   Insofar as indemnification for liabilities may be
permitted pursuant to Section 17 of the Investment Company Act of 1940,
as amended, for Trustees, officers, FSC and controlling persons of the
Trust by the Trust pursuant to this Agreement, the Trust is aware of the
position of the Securities and Exchange Commission as set forth in the
Investment Company Act Release No. IC-11330.  Therefore, the Trust
undertakes that in addition to complying with the applicable provisions
of this Agreement, in the absence of a final decision on the merits by a
court or other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence of such a
decision, a reasonable determination based upon factual review has been
made (i) by a majority vote of a quorum of non-party Disinterested
Trustees, or (ii) by independent legal counsel in a written opinion that
the indemnitee was not liable for an act of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties.  The Trust
further undertakes that advancement of expenses incurred in the defense
of a proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an officer,
Trustee, FSC or controlling person of the Trust will not be made absent
the fulfillment of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking; (ii) the Trust is
insured against losses arising by reason of any lawful advances; or
(iii) a majority of a quorum of non-party Disinterested Trustees or
independent legal counsel in a written opinion makes a factual
determination that there is reason to believe the indemnitee will be
entitled to indemnification.

      11.   FSC is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and
agrees that the obligations assumed by the Trust pursuant to this
Agreement shall be limited in any case to the Trust and its assets and
FSC shall not seek satisfaction of any such obligation from the
shareholders of the Trust, the Trustees, officers, employees or agents
of the Trust, or any of them.

      12.   If at any time the Shares of any Fund are offered in two or
more Classes, FSC agrees to adopt compliance standards as to when a
class of shares may be sold to particular investors.

      13.   This Agreement will become binding on the parties hereto
upon the execution of the attached exhibits to the Agreement.





                              Exhibit 6(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K



Exhibit A
to the
Distributor's Contract

FEDERATED INTERMEDIATE MUNICIPAL TRUST

Federated Intermediate Municipal Trust
Institutional Service Shares


      The following provisions are hereby incorporated and made part of
the Distributor's Contract dated the 1st day of June, 1993,  between
FEDERATED INTERMEDIATE MUNICIPAL TRUST and Federated Securities Corp.
with respect to Classes of the Funds set forth above.

      1.    The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed
Classes ("Shares").  Pursuant to this appointment, FSC is authorized to
select a group of brokers ("Brokers") to sell Shares at the current
offering price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative support services
to the Trust and its shareholders.  In addition, FSC is authorized to
select a group of administrators ("Administrators") to render
administrative support services to the Trust and its shareholders.

      2.    Administrative support services may include, but are not
limited to, the following functions:  1) account openings:  the Broker
or Administrator communicates account openings via computer terminals
located on the Broker's or Administrator's premises; 2) account
closings:  the Broker or Administrator communicates account closings via
computer terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker's or Administrator's own
personal computer or through the use of a toll-free telephone number; 4)
enter redemption transactions:  Broker or Administrator enters
redemption transactions in the same manner as purchases; 5) account
maintenance:  Broker or Administrator provides or arranges to provide
accounting support for all transactions.  Broker or Administrator also
wires funds and receives funds for Trust share purchases and
redemptions, confirms and reconciles all transactions, reviews the
activity in the Trust's  accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator posts
and reinvests dividends to the Trust's accounts; 7) prospectus and
shareholder reports:  Broker or Administrator maintains and distributes
current copies of prospectuses and shareholder reports; 8)
advertisements:  the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists:  the
Broker or Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops methods
of making such materials accessible to customers; and 11) consultation
services:  the Broker or Administrator continuously provides information
about the product needs of customers.

      3.    During the term of this Agreement, the Trust will pay FSC
for services pursuant to this Agreement, a monthly fee computed at the
annual rate of 0.25 of the average aggregate net asset value of the
Institutional Service Shares  of the FEDERATED INTERMEDIATE MUNICIPAL
TRUST held during the month.  For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate proration
of any fee payable on the basis of the number of days that the Agreement
is in effect during the month.

      4.    FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses
exceed such lower expense limitation as FSC may, by notice to the Trust,
voluntarily declare to be effective.

       5.         FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in Paragraph
1 herein.  FSC, in its sole discretion, may pay Brokers and
Administrators a periodic fee in respect of Shares owned from time to
time by their clients or customers.  The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by FSC in its sole discretion.

      6.    FSC will prepare reports to the Board of Trustees of the
Trust on a quarterly basis showing amounts expended hereunder including
amounts paid to Brokers and Administrators and the purpose for such
payments.

      In consideration of the mutual covenants set forth in the
Distributor's Contract dated June 1, 1993  between FEDERATED
INTERMEDIATE MUNICIPAL TRUST and Federated Securities Corp., FEDERATED
INTERMEDIATE MUNICIPAL TRUST executes and delivers this Exhibit on
behalf of the Funds, and with respect to the separate Classes of Shares
thereof, first set forth in this Exhibit.

      Witness the due execution hereof this 1st day of June, 1993.


ATTEST:                             FEDERATED INTERMEDIATE MUNICIPAL
TRUST



 /s/ John W. McGonigle              By:   /s/ Glen R. Johnson
                  Secretary                                 President
(SEAL)

ATTEST:                             FEDERATED SECURITIES CORP.


/s/ S. Elliott Cohan                            By:   /s/ Edward C.
Gonzales
                  Secretary                     Executive Vice President
(SEAL)






                        Exhibit 6(iii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K




Exhibit B
to the
Distributor's Contract

FEDERATED INTERMEDIATE MUNICIPAL TRUST

Federated Intermediate Municipal Trust
Institutional Shares


      In consideration of the mutual covenants set forth in the
Distributor's Contract dated June 1, 1993 between FEDERATED INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., FEDERATED INTERMEDIATE
MUNICIPAL TRUST executes and delivers this Exhibit on behalf of the
Funds, and with respect to the separate Classes of Shares thereof, first
set forth in this Exhibit.


      Witness the due execution hereof this 1st day of June, 1993.



ATTEST:                             FEDERATED INTERMEDIATE MUNICIPAL
TRUST



 /s/ John W. McGonigle              By:   /s/ Glen R. Johnson
                  Secretary                                 President
(SEAL)

ATTEST:                             FEDERATED SECURITIES CORP.


/s/ S. Elliott Cohan                            By:   /s/ Edward C.
Gonzales
                  Secretary                     Executive Vice President
(SEAL)





Exhibit 6(iv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K


Exhibit C
to the
Distributor's Contract

INTERMEDIATE MUNICIPAL TRUST

Ohio Intermediate Municipal Trust


      In consideration of the mutual covenants set forth in the
Distributor's Contract dated June 1, 1993 between FEDERATED INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.


      Witness the due execution hereof this 25th day of August, 1993.



ATTEST:                             INTERMEDIATE MUNICIPAL TRUST



 /s/ John W. McGonigle              By:   /s/ Glen R. Johnson
                  Secretary                                 President
(SEAL)

ATTEST:                             FEDERATED SECURITIES CORP.


/s/ S. Elliott Cohan                            By:   /s/ Edward C.
Gonzales
                  Secretary                     Executive Vice President
(SEAL)





Exhibit 6(v) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K


Exhibit D
to the
Distributor's Contract

INTERMEDIATE MUNICIPAL TRUST

Pennsylvania Intermediate Municipal Trust


      In consideration of the mutual covenants set forth in the
Distributor's Contract dated June 1, 1993 between FEDERATED INTERMEDIATE
MUNICIPAL TRUST and Federated Securities Corp., INTERMEDIATE MUNICIPAL
TRUST executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, first set forth
in this Exhibit.


      Witness the due execution hereof this 25th day of August, 1993.



ATTEST:                             INTERMEDIATE MUNICIPAL TRUST



 /s/ John W. McGonigle              By:   /s/ Glen R. Johnson
                  Secretary                                 President
(SEAL)

ATTEST:                             FEDERATED SECURITIES CORP.


/s/ S. Elliott Cohan                            By:   /s/ Edward C.
Gonzales
                  Secretary                     Executive Vice President
(SEAL)






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

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

SIGNATURES                       TITLE                      DATE

/s/ John F. Donahue              Chairman                   July, 7, 1995
John F. Donahue                  and Trustee
                                 (Chief Executive Officer)

/s/ Glen R. Johnson              President                  July, 7, 1995
Glen R. Johnson

/s/ Edward C. Gonzales           Executive Vice President   July, 7, 1995
Edward C. Gonzales

/s/ Thomas G. Bigley             Trustee                    July, 7, 1995
Thomas G. Bigley

/s/ John T. Conroy, Jr.          Trustee                    July, 7, 1995
John T. Conroy, Jr.

/s/ William J. Copeland          Trustee                    July, 7, 1995
William J. Copeland

/s/ David M. Taylor              Trustee                    July, 7, 1995
David M. Taylor                  (Principal Financial and
                                  Accounting Officer)

/s/ James E. Dowd                Trustee                    July, 7, 1995
James E. Dowd

/s/ Lawrence D. Ellis, M.D.                                 Trustee     July,
7, 1995
Lawrence D. Ellis, M.D.

/s/ Edward L. Flaherty, Jr.                                 Trustee     July,
7, 1995
Edward L. Flaherty, Jr.

/s/ Peter E. Madden              Trustee                    July, 7, 1995
Peter E. Madden

/s/ Gregor F. Meyer              Trustee                    July, 7, 1995
Gregor F. Meyer

/s/ John E. Murray               Trustee                    July, 7, 1995
John E. Murray

/s/ Wesley W. Posvar             Trustee                    July, 7, 1995
Wesley W. Posvar

/s/ Marjorie P. Smuts            Trustee                    July, 7, 1995
Marjorie P. Smuts

Sworn to and subscribed before me this 7th day of July, 1995.

/s/ Marie M. Hamm
Notary Public




<TABLE> <S> <C>


       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   1
     <NAME>                     Intermediate Municipal Trust
                                Federated Intermediate Municipal Trust
                                Institutional Shares
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               May-31-1995
<PERIOD-END>                    May-31-1995
<INVESTMENTS-AT-COST>           215,182,996
<INVESTMENTS-AT-VALUE>          225,663,843
<RECEIVABLES>                   4,594,054
<ASSETS-OTHER>                  93,009
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  230,350,906
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       1,066,220
<TOTAL-LIABILITIES>             1,066,220
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        232,246,166
<SHARES-COMMON-STOCK>           21,742,785
<SHARES-COMMON-PRIOR>           28,781,697
<ACCUMULATED-NII-CURRENT>       0
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (13,442,327)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        10,480,847
<NET-ASSETS>                    229,284,686
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               15,101,083
<OTHER-INCOME>                  0
<EXPENSES-NET>                  1,537,693
<NET-INVESTMENT-INCOME>         13,563,390
<REALIZED-GAINS-CURRENT>        (5,402,939)
<APPREC-INCREASE-CURRENT>       4,350,977
<NET-CHANGE-FROM-OPS>           12,511,428
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       13,516,478
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         6,524,563
<NUMBER-OF-SHARES-REDEEMED>     13,796,581
<SHARES-REINVESTED>             233,106
<NET-CHANGE-IN-ASSETS>          (75,093,721)
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       (8,039,388)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,038,460
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 1,538,992
<AVERAGE-NET-ASSETS>            259,194,089
<PER-SHARE-NAV-BEGIN>           10.520
<PER-SHARE-NII>                 0.540
<PER-SHARE-GAIN-APPREC>         0.030
<PER-SHARE-DIVIDEND>            0.540
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             10.550
<EXPENSE-RATIO>                 59
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>

<TABLE> <S> <C>


       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   2
     <NAME>                     Intermediate Municipal Trust
                                Federated Intermediate Municipal Trust
                                Institutional Services Shares
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               May-31-1995
<PERIOD-END>                    May-31-1995
<INVESTMENTS-AT-COST>           215,182,996
<INVESTMENTS-AT-VALUE>          225,663,843
<RECEIVABLES>                   4,594,054
<ASSETS-OTHER>                  93,009
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  230,350,906
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       1,066,220
<TOTAL-LIABILITIES>             1,066,220
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        232,246,166
<SHARES-COMMON-STOCK>           0
<SHARES-COMMON-PRIOR>           163,095
<ACCUMULATED-NII-CURRENT>       0
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (13,442,327)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        10,480,847
<NET-ASSETS>                    0
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               15,101,083
<OTHER-INCOME>                  0
<EXPENSES-NET>                  1,537,693
<NET-INVESTMENT-INCOME>         13,563,390
<REALIZED-GAINS-CURRENT>        (5,402,939)
<APPREC-INCREASE-CURRENT>       4,350,977
<NET-CHANGE-FROM-OPS>           12,511,428
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       46,912
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         34,479
<NUMBER-OF-SHARES-REDEEMED>     200,816
<SHARES-REINVESTED>             3,242
<NET-CHANGE-IN-ASSETS>          (75,093,721)
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       (8,039,388)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,038,460
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 1,538,992
<AVERAGE-NET-ASSETS>            259,194,089
<PER-SHARE-NAV-BEGIN>           10.520
<PER-SHARE-NII>                 0.280
<PER-SHARE-GAIN-APPREC>         (0.440)
<PER-SHARE-DIVIDEND>            0.280
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             10.080
<EXPENSE-RATIO>                 84
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>


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