FEDERATED ARMS FUND
485B24E, 1996-10-16
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   1940 Act File No. 811-4539      1933 Act File No. 2-98491

                    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.  20     ..........        x

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.       ...........................

                            Federated ARMs Fund
            (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:

x    immediately upon filing pursuant to paragraph (b)
    on                   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:

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


                         Copies To:

Matthew G. Maloney, Esquire
Dickstein Shapiro & Morin & Oshinsky, L.L.P.
2101 L Street, N.W.
Washington, D.C.  20037




CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


                                      Proposed
Title of                 Proposed     Maximum
Securities   Amount      Maximum      Aggregate    Amount of
Being        Being       Offering Price            Offering Registration
Registered   Registered  Per Unit     Price*       Fee

Shares of
beneficial
interest
(no par value) 31,196,554          $9.67          301,670,677
     $100.00


*Registrant has elected to calculate its filing fee in the manner described
in Rule 24e-2 of the Investment Company Act of 1940.  The total amount of
securities redeemed during the previous fiscal year was 31,196,554. The
total amount of redeemed securities used for reductions pursuant to
paragraph (a) of Rule 24e-2 or paragraph (c) of Rule 24f-2 during the
current year was -0-.  The amount of redeemed securities being used for
reduction of the registration fee in this Amendment is 31,196,554.



                           CONTENTS OF AMENDMENT
  This Post-Effective Amendment No. 20 to the Registration Statement of
Federated ARMs Fund is comprised of the following papers and documents:

     1.The facing sheet to register a definite
       number of shares of beneficial interest, no par value, of
       Federated ARMs Fund;

     2.The legal opinion of counsel for the Registrant, as
       to the legality of shares being offered; and as to
       the eligibility to become effective pursuant to
       Paragraph (b) of Rule 485; and

     3.Signature page.


                                SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Federated ARMs Fund 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, thereunto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania on the 15th day of October,
1996.

                            Federated ARMs Fund

          BY:  /s/ S. Elliott Cohan
              S. Elliott Cohan, Assistant Secretary
             Attorney in Fact for John F. Donahue
             October 15th, 1996

  Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

   NAME                     TITLE              DATE

By:  /s/ S. Elliott Cohan
   S. Elliott Cohan        Attorney In Fact    October 15, 1996
   Assistant Secretary     For the Persons
                           Listed Below

   NAME                     TITLE

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

Glen R. Johnson*           President

Edward C. Gonzales*        Executive Vice President

David M. Taylor*           Treasurer
                           (Chief Financial Officer)

Thomas G. Bigley *         Trustee

John T. Conroy, Jr.*       Trustee

William J. Copeland*       Trustee

James E. Dowd*             Trustee

Lawrence D. Ellis, M.D.*   Trustee

Edward L. Flaherty, Jr.*   Trustee

Peter E. Madden*           Trustee

Gregor F. Meyer*           Trustee

John, E. Murray Jr*         Trustee

Wesley W. Posvar*          Trustee

Marjorie P. Smuts*         Trustee

* By Power of Attorney




   FEDERATED ADMINISTRATIVE
             SERVICES

                                          FEDERATED INVESTORS TOWER
                                          PITTSBURGH, PA 15222-3779
                                          412-288-1900

                                          October 15, 1996



Federated ARMs Fund
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

     You have requested my opinion in connection with the registration by
Federated ARMs Fund (`Trust'') of an additional 31,196,554 Shares of Beneficial
Interest (`Shares'') pursuant to Post-effective Amendment No. 20 to the Trust's
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 (File No. 2-98491). The subject Post-effective
Amendment will be filed pursuant to Paragraph (b) of Rule 485 and become
effective pursuant to said Rule immediately upon filing.

     As counsel I have participated in the preparation and filing of the Trust's
amended registration statement under the Securities Act of 1933 referred to
above. Further, I have examined and am familiar with the provisions of the
Declaration of Trust dated May 24, 1985, (`Declaration of Trust''), the Bylaws
of the Trust and such other documents and records deemed relevant. I have also
reviewed questions of law and consulted with counsel thereon as deemed necessary
or appropriate by me for the purposes of this opinion.

     On the basis of the foregoing, it is my opinion that:

     1.   The Trust is duly organized and validly existing under the laws of the
Commonwealth of Massachusetts.
     2.   The Shares which are currently being registered by the Registration
Statement referred to above may be legally and validly issued from time to time
in accordance with the Declaration of Trust upon receipt of consideration
sufficient to comply with the Declaration of Trust and subject to compliance
with the Securities Act of 1933, as amended, the Investment Company Act of 1940,
as amended, and applicable state laws regulating the sale of securities. Such
Shares, when so issued, will be fully paid and non-assessable by the Trust.

     I hereby consent to the filing of this opinion as a part of the Trust's
registration statement referred to above and as a part of any application or
registration statement filed under the securities laws of the States of the
United States.

     The foregoing opinion is limited to the Federal laws of the United States
and the laws of the Commonwealth of Massachusetts, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

                                   Very truly yours,

                                   /s/ S. Elliott Cohan
                                       S. Elliott Cohan
                                       Fund Attorney


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Federated ARMs Fund                            
                                Institutional Shares                           
                                                                               
<PERIOD-TYPE>                   12-mos                                         
<FISCAL-YEAR-END>               Aug-31-1996                                    
<PERIOD-END>                    Aug-31-1996                                    
<INVESTMENTS-AT-COST>           749,261,009                                    
<INVESTMENTS-AT-VALUE>          752,270,895                                    
<RECEIVABLES>                   13,972,065                                     
<ASSETS-OTHER>                  0                                              
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  766,242,960                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       3,393,329                                      
<TOTAL-LIABILITIES>             3,393,329                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        844,256,200                                    
<SHARES-COMMON-STOCK>           67,742,265                                     
<SHARES-COMMON-PRIOR>           88,712,689                                     
<ACCUMULATED-NII-CURRENT>       39,710                                         
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (84,456,165)                                   
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        3,009,886                                      
<NET-ASSETS>                    653,313,362                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               56,629,979                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  5,139,989                                      
<NET-INVESTMENT-INCOME>         51,489,990                                     
<REALIZED-GAINS-CURRENT>        1,044,840                                      
<APPREC-INCREASE-CURRENT>       (1,656,353)                                    
<NET-CHANGE-FROM-OPS>           50,878,477                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       44,631,616                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         5,202,156                                      
<NUMBER-OF-SHARES-REDEEMED>     27,194,052                                     
<SHARES-REINVESTED>             1,021,472                                      
<NET-CHANGE-IN-ASSETS>          (229,339,920)                                  
<ACCUMULATED-NII-PRIOR>         244,502                                        
<ACCUMULATED-GAINS-PRIOR>       (85,501,005)                                   
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           5,228,816                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 8,937,277                                      
<AVERAGE-NET-ASSETS>            871,225,676                                    
<PER-SHARE-NAV-BEGIN>           9.650                                          
<PER-SHARE-NII>                 0.580                                          
<PER-SHARE-GAIN-APPREC>         (0.010)                                        
<PER-SHARE-DIVIDEND>            0.580                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             9.640                                          
<EXPENSE-RATIO>                 0.55                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   002                                            
     <NAME>                     Federated ARMs Fund                            
                                Institutional Service Shares                   
                                                                               
<PERIOD-TYPE>                   12-mos                                         
<FISCAL-YEAR-END>               Aug-31-1996                                    
<PERIOD-END>                    Aug-31-1996                                    
<INVESTMENTS-AT-COST>           749,261,009                                    
<INVESTMENTS-AT-VALUE>          752,270,895                                    
<RECEIVABLES>                   13,972,065                                     
<ASSETS-OTHER>                  0                                              
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  766,242,960                                    
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       3,393,329                                      
<TOTAL-LIABILITIES>             3,393,329                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        844,256,200                                    
<SHARES-COMMON-STOCK>           11,358,003                                     
<SHARES-COMMON-PRIOR>           14,054,028                                     
<ACCUMULATED-NII-CURRENT>       39,710                                         
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         (84,456,165)                                   
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        3,009,886                                      
<NET-ASSETS>                    109,536,269                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               56,629,979                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  5,139,989                                      
<NET-INVESTMENT-INCOME>         51,489,990                                     
<REALIZED-GAINS-CURRENT>        1,044,840                                      
<APPREC-INCREASE-CURRENT>       (1,656,353)                                    
<NET-CHANGE-FROM-OPS>           50,878,477                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       7,063,166                                      
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         1,125,713                                      
<NUMBER-OF-SHARES-REDEEMED>     4,002,502                                      
<SHARES-REINVESTED>             180,764                                        
<NET-CHANGE-IN-ASSETS>          (229,339,920)                                  
<ACCUMULATED-NII-PRIOR>         244,502                                        
<ACCUMULATED-GAINS-PRIOR>       (85,501,005)                                   
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           5,228,816                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 8,937,277                                      
<AVERAGE-NET-ASSETS>            871,225,676                                    
<PER-SHARE-NAV-BEGIN>           9.650                                          
<PER-SHARE-NII>                 0.550                                          
<PER-SHARE-GAIN-APPREC>         (0.010)                                        
<PER-SHARE-DIVIDEND>            0.550                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             9.640                                          
<EXPENSE-RATIO>                 0.80                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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