FEDERATED SHORT TERM U S GOVERNMENT TRUST
497, 1997-03-03
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FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST

PROSPECTUS

The shares of Federated Short-Term U.S. Government Trust (the "Trust")
offered by this prospectus represent interests in an open-end, management
investment company (a mutual fund). The Trust invests in short-term U.S.
government securities to achieve high current income consistent with
stability of principal and liquidity.

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 OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL. THE TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO
DO SO.

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

The Trust has also filed a Statement of Additional Information dated
February 28, 1997, with the Securities and Exchange Commission ("SEC"). The
information contained in the Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of
the Statement of Additional Information or a paper copy of this prospectus,
if you have received your prospectus electronically, free of charge by
calling 1-800-341-7400. To obtain other information, or make inquiries about
the Trust, contact the Trust at the address listed in the back of this
prospectus. The Statement of Additional Information, material incorporated
by reference into this document, and other information regarding the Trust
is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).

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

Prospectus dated February 28, 1997

TABLE OF CONTENTS



 SUMMARY OF TRUST EXPENSES                                               1
 FINANCIAL HIGHLIGHTS                                                    2
 GENERAL INFORMATION                                                     3
 INVESTMENT INFORMATION                                                  3
  Investment Objective                                                   3
  Investment Policies                                                    3
  Investment Limitations                                                 4
 TRUST INFORMATION                                                       5
  Management of the Trust                                                5
  Distribution of Shares                                                 6
  Administration of the Trust                                            6
 NET ASSET VALUE                                                         7
 HOW TO PURCHASE SHARES                                                  7
 HOW TO REDEEM SHARES                                                    8
 ACCOUNT AND SHARE INFORMATION                                           9
 TAX INFORMATION                                                         9
  Federal Income Tax                                                     9
  State and Local Taxes                                                 10
 PERFORMANCE INFORMATION                                                10
 FINANCIAL STATEMENTS                                                   11
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                               19
 ADDRESSES                                                              20


SUMMARY OF TRUST EXPENSES
<TABLE>
<CAPTION>

                                       SHAREHOLDER TRANSACTION EXPENSES


 <S>                                                                                   <C>
 Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)         None
 Maximum Sales Charge Imposed on Reinvested Dividends
         (as a percentage of offering price)                                           None
 Contingent Deferred Sales Charge (as a percentage of original purchase
         price or redemption proceeds, as applicable)                                  None
 Redemption Fee (as a percentage of amount redeemed, if applicable)                    None
 Exchange Fee                                                                          None
                                            ANNUAL OPERATING EXPENSES
                                    (As a percentage of average net assets)
 Management Fee (after waiver)(1)                                                      0.27%
 12b-1 Fee                                                                             None
 Total Other Expenses                                                                  0.19%
         Shareholder Services Fee (after waiver)(2)                                    0.05%
                Total Operating Expenses(3)                                            0.46%

</table

(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.40%.

(2) The shareholder services fee has been reduced to reflect the voluntary
    waiver of a portion of the shareholder services fee. The shareholder
    service provider can terminate this voluntary waiver at any time at its
    sole discretion. The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 0.79% absent the voluntary
    waivers of portions of the management fee and the shareholder services fee.

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




 EXAMPLE                                                            1 YEAR   3 YEARS    5 YEARS    10 YEARS

 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       $15        $26        $58


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

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Independent Public Accountants on page 19.


                                                                  YEAR ENDED DECEMBER 31,
                       1996      1995      1994        1993        1992       1991       1990      1989     1988     1987(A)

 NET ASSET VALUE,
 BEGINNING OF PERIOD  $ 1.00    $ 1.00    $ 1.00      $ 1.00      $ 1.00    $ 1.00      $ 1.00    $ 1.00   $ 1.00     $1.00
 INCOME FROM
 INVESTMENT
 OPERATIONS
  Net investment
  income                0.05      0.06      0.04        0.03        0.04      0.06        0.08      0.09     0.07      0.05
 LESS DISTRIBUTIONS
  Distributions
  from net
  investment income    (0.05)    (0.06)    (0.04)      (0.03)      (0.04)    (0.06)      (0.08)    (0.09)   (0.07)    (0.05)
 NET ASSET VALUE,
 END OF PERIOD        $ 1.00    $ 1.00    $ 1.00      $ 1.00      $ 1.00    $ 1.00      $ 1.00    $ 1.00   $ 1.00    $ 1.00
 TOTAL RETURN(B)        5.10%     5.72%     3.99%       2.95%       3.64%     5.93%       8.11%     9.17%    7.47%     4.95%
 RATIOS TO AVERAGE
 NET ASSETS
  Expenses              0.46%     0.46%     0.45%       0.46%       0.46%     0.46%       0.46%     0.47%    0.48%     0.42%*
  Net investment
  income                4.99%     5.57%     3.89%       2.92%       3.58%     5.80%       7.82%     8.80%    7.39%     6.76%*
  Expense waiver/
  reimbursement(c)      0.33%     0.32%     0.11%       0.05%       0.03%     0.03%       0.04%     0.04%    0.08%     0.20%*
 SUPPLEMENTAL DATA
  Net assets, end
  of period
  (000 omitted)     $609,589  $773,851  $977,106  $1,084,680  $1,012,509  $959,881  $1,091,158  $923,088 $564,343  $206,644


* Computed on an annualized basis.

(a) Reflects operations for the period from April 16, 1987 (date of initial
    public investment) to December 31, 1987. For the period from the start of
    business, April 6, 1987 to April 15, 1987, net investment income was
    distributed to the Trust's adviser.

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

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

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

GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated February 2, 1987. The Trust is designed for
institutional investors such as banks, fiduciaries, custodians of public
funds, and similar institutional investors, such as corporations, unions,
hospitals, insurance companies, and municipalities as a convenient means of
accumulating an interest in a professionally managed portfolio investing
only in short-term U.S. government securities. A minimum initial investment
of $25,000 over a 90-day period is required.

The Trust attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Trust is high current income consistent with
stability of principal and liquidity. This investment objective cannot be
changed without shareholder approval. While there is no assurance that the
Trust will achieve its investment objective, it endeavors to do so by
complying with the diversification and other requirements of Rule 2a-7 under
the Investment Company Act of 1940 which regulates money market mutual funds
and by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Trust pursues its investment objective by investing only in a portfolio
of short-term U.S. government securities maturing in 13 months or less. The
average maturity of the securities in the Trust's portfolio, computed on a
dollar-weighted basis, will be 90 days or less. Unless indicated otherwise,
the investment policies may be changed by the Board of Trustees without
shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

ACCEPTABLE INVESTMENTS. As a matter of fundamental investment policy which
cannot be changed without shareholder approval, the Trust invests only in
short-term U.S. government securities. This policy is achieved by purchasing
instruments which are either issued or guaranteed by the U.S. government,
its agencies, or instrumentalities. These securities include, but are not
limited to:

* direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
  notes, and bonds;

* notes, bonds, and discount notes issued or guaranteed by U.S. government
  agencies and instrumentalities supported by the full faith and credit of the
  United States;

* notes, bonds, and discount notes of U.S. government agencies or
  instrumentalities which receive or have access to federal funding; and

* notes, bonds, and discount notes of other U.S. government
  instrumentalities supported only by the credit of the instrumentalities.

Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. government are backed by the full faith and credit of the U.S.
Treasury. No assurances can be given that the U.S. government will provide
financial support to other agencies or instrumentalities, since it is not
obligated to do so. These instrumentalities are supported by:

* the issuer's right to borrow an amount limited to a specific line of
  credit from the U.S. Treasury;

* discretionary authority of the U.S. government to purchase certain
  obligations of an agency or instrumentality; or

* the credit of the agency or instrumentality.

REPURCHASE AGREEMENTS. Certain securities in which the Trust invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell securities to the Trust and agree at the time of sale to
repurchase them at a mutually agreed upon time and price. To the extent that
the seller does not repurchase the securities from the Trust, the Trust
could receive less than the repurchase price on any sale of such securities.

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

The Trust may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Trust 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 Trust may realize short-term profits
or losses upon the sale of such commitments.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Trust may lend its portfolio securities on a short-term or long-term basis,
or both, to broker/dealers, banks, or other institutional borrowers of
securities. The Trust will only enter into loan arrangements with
broker/dealers, banks, or other institutions which the adviser has
determined are creditworthy under guidelines established by the Trust's
Trustees and will receive collateral at all times equal to at least 100% of
the value of the securities loaned. There is the risk that when lending
portfolio securities, the securities may not be available to the Trust on a
timely basis and the Trust may, therefore, lose the opportunity to sell the
securities at a desirable price. In addition, in the event that a borrower
of securities would file for bankruptcy or become insolvent, disposition of
the securities may be delayed pending court action.

INVESTMENT LIMITATIONS

The Trust will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Trust sells a money market 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 Trust
may borrow up to one-third of the value of its total assets and pledge
assets to secure such borrowings.

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 Trust will not invest more than 10% of its net assets in illiquid
securities, including repurchase agreements providing for settlement in more
than seven days after notice.

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

INVESTMENT ADVISER. Investment decisions for the Trust are made by Federated
Research, the Trust's investment adviser, subject to direction by the
Trustees. The adviser continually conducts investment research and
supervision for the Trust and is responsible for the purchase and sale of
portfolio instruments.

ADVISORY FEES. The adviser receives an annual investment advisory fee equal
to 0.40% of the Trust's average daily net assets. The adviser may
voluntarily choose to waive a portion of its fee or reimburse other expenses
of the Trust, but reserves the right to terminate such waiver or
reimbursement at any time at its sole discretion.

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

Federated Research 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 $76 billion invested across more
than 338 funds under management and/or administration by its subsidiaries,
as of December 31, 1996, Federated Investors is one of the largest mutual
fund investment managers in the United States. With more than 2,000
employees, Federated continues to be led by the management who founded the
company in 1955. Federated funds are presently at work in and through 4,500
financial institutions nationwide.

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

DISTRIBUTION OF SHARES

Federated Securities Corp. is the principal distributor for shares of the
Trust. It is a Pennsylvania corporation organized on November 14, 1969, and
is the principal distributor for a number of investment companies. Federated
Securities Corp. is a subsidiary of Federated Investors.

SHAREHOLDER SERVICES. The Trust has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Trust may make payments up to 0.25% of the
average daily net asset value of its shares, computed at an annual rate, to
obtain certain personal services for shareholders and to maintain
shareholder accounts. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily. Under the
Shareholder Services Agreement, Federated Shareholder Services will either
perform shareholder services directly or will select financial institutions
to perform shareholder services. Financial institutions will receive fees
based upon shares owned by their clients or customers. The schedules of such
fees and the basis upon which such fees will be paid will be determined from
time to time by the Trust and Federated Shareholder Services.

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES. Federated Services Company, a subsidiary of
Federated Investors, provides administrative personnel and services
(including certain legal and financial reporting services) necessary to
operate the Trust at an annual rate which relates to the average aggregate
daily net assets of all funds advised by affiliates of Federated Investors
specified below:



                             AVERAGE AGGREGATE
 MAXIMUM FEE                  DAILY NET ASSETS

    .15%                on the first $250 million
    .125%                 on the next $250 million
    .10%                on the next $250 million
    .075%           on assets in excess of $750 million


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

NET ASSET VALUE

The Trust attempts to stabilize the net asset value of its shares at $1.00
by valuing the portfolio securities using the amortized cost method. The net
asset value per share is determined by subtracting total liabilities from
total assets and dividing the remainder by the number of shares outstanding.
The Trust cannot guarantee that its net asset value will always remain at
$1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time),
and as of the close of trading (normally 4:00 p.m., Eastern time) on the New
York Stock Exchange, Monday through Friday, except on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

HOW TO PURCHASE SHARES

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased either by wire or by
check. The Trust reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened
with a smaller amount as long as the minimum is reached within 90 days.
Minimum investments will be calculated by combining all accounts maintained
with the Trust. Financial institutions may impose different minimum
investment requirements on their customers.

PURCHASING SHARES BY WIRE. Shares may be purchased by Federal Reserve wire
by calling the Trust before 3:00 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 Shareholder Services Company, c/o State Street
Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For Credit to:
Federated Short-Term U.S. Government Trust; Fund Number (this number can be
found on the account statement or by contacting the Trust); Group Number or
Order Number; Nominee or Institution Name; and ABA Number 011000028. Shares
cannot be purchased by wire on holidays when wire transfers are restricted.
Questions on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.

PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA
02266-8600. The check should be made payable to: Federated Short-Term U.S.
Government Trust. Orders by mail are considered received when payment by
check is converted into federal funds (normally the business day after the
check is received), and shares begin earning dividends the next day.

SUBACCOUNTING SERVICES. Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer
agent to minimize internal recordkeeping requirements. The transfer agent
charges a fee based on the level of subaccounting services rendered.
Financial institutions 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 Trust shares. This prospectus should, therefore, be read
together with any agreement between the customer and the financial
institution with regard to the services provided, the fees charged for those
services, and any restrictions and limitations imposed.

HOW TO REDEEM SHARES

Shares are redeemed at their net asset value next determined after Federated
Shareholder Services Company receives the redemption request. Redemptions
will be made on days on which the Trust computes its net asset value.
Redemption requests must be received in proper form and can be made as
described below.

REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by
calling the Trust provided the Trust has a properly completed authorization
form. These forms can be obtained from Federated Securities Corp. Proceeds
from redemption requests received before 3:00 p.m. (Eastern time) will be
wired the same day to the shareholder's account at a domestic commercial
bank which is a member of the Federal Reserve System, but will not include
that day's dividend. Proceeds from redemption requests received after that
time include that day's dividend but will be wired the following business
day. Proceeds from redemption requests on holidays when wire transfers are
restricted will be wired the following business day. Questions about
telephone redemptions on days when wire transfers are restricted should be
directed to your shareholder services representative at the telephone number
listed on your account statement.

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

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If this occurs, "Redeeming
Shares by Mail" should be considered. If at any time the Trust shall
determine it necessary to terminate or modify the telephone redemption
privilege, shareholders would be promptly notified.

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

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

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

ACCOUNT AND SHARE INFORMATION

DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Trust
unless cash payments are requested by writing to the Trust. Shares purchased
by wire before 3:00 p.m. (Eastern time) begin earning dividends that day.
Shares purchased by check begin earning dividends the day after the check is
converted into federal funds.

CAPITAL GAINS. The Trust does not expect to realize any capital gains or
losses. If capital gains or losses were to occur, they could result in an
increase or decrease in dividends. The Trust will distribute in cash or
additional shares any realized net long-term capital gains at least once
every 12 months.

CERTIFICATES AND CONFIRMATIONS. As transfer agent for the Trust, Federated
Shareholder Services Company maintains a share account for each shareholder.
Share certificates are not issued unless requested by contacting the Trust
or Federated Shareholder Services Company in writing. Monthly confirmations
are sent to report all transactions as well as dividends paid during the
month.

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts
with low balances, the Trust may redeem shares in any account, except
accounts maintained by retirement plans, and pay the proceeds to the
shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. 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.

VOTING RIGHTS. Each share of the Trust owned by a shareholder gives that
shareholder one vote in Trustee elections and other matters submitted to
shareholders for vote. The Trust is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in
the Trust's operation and for election of Trustees under certain
circumstances.

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

TAX INFORMATION

FEDERAL INCOME TAX

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

Unless otherwise exempt, shareholders are required to pay federal income tax
on any dividends and other distributions received. This applies whether
dividends and distributions are received in cash or as additional shares.

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

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

PERFORMANCE INFORMATION

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

Yield represents the annualized rate of income earned on an investment over
a seven-day period. It is the annualized dividends earned during the period
on an investment shown as a percentage of the investment. The effective
yield is calculated similarly to the yield, but when annualized, the income
earned by an investment is assumed to be reinvested daily. The effective
yield will be slightly higher than the yield because of the compounding
effect of this assumed reinvestment.

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

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

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST
PORTFOLIO OF INVESTMENTS

DECEMBER 31, 1996



   PRINCIPAL
     AMOUNT                                                                                            VALUE

 SHORT-TERM OBLIGATIONS -- 41.0%
 $   3,000,000              Federal Farm Credit Bank Note -- 0.5%
                            5.600%, 6/3/1997                                                      $    2,998,236
     7,000,000           (a)Federal Farm Credit Bank, Discount Note -- 1.1%
                            5.382%, 5/27/1997                                                          6,853,229
     5,300,000              Federal Home Loan Bank Note -- 0.8%
                            5.460% - 5.710%, 11/18/1997 - 12/12/1997                                   5,297,462
    27,940,000           (a)Federal Home Loan Bank, Discount Note -- 4.5%
                            5.379% - 5.718%, 1/7/1997 - 6/30/1997                                     27,587,184
     7,000,000           (b)Federal Home Loan Bank, Floating Rate Note -- 1.1%
                            5.310%, 3/4/1997                                                           6,994,375
     3,000,000              Federal Home Loan Mortgage Corp., Note -- 0.5%
                            5.640%, 8/28/1997                                                          2,995,211
     7,000,000           (a)Federal Home Loan Mortgage Corp., Discount Note -- 1.2%
                            5.370%, 1/3/1997                                                           6,997,966
    87,000,000           (a)Federal National Mortgage Association, Discount Note -- 14.1%
                            5.360% - 5.750%, 1/21/1997 - 6/25/1997                                    85,762,401
    41,700,000           (b)Federal National Mortgage Association, Floating Rate Note -- 6.9%
                            4.705% - 5.477%, 1/3/1997 - 1/17/1997                                     41,683,407
    20,000,000           (b)Student Loan Marketing Association, Floating Rate Note -- 3.3%
                            5.410% - 5.470%, 1/7/1997                                                 19,995,114
     2,500,000           (a)U.S. Treasury Bill -- 0.4%
                            5.670%, 8/21/1997                                                          2,413,644
    40,000,000              U.S. Treasury Notes -- 6.6%
                            5.625% - 8.500%, 3/31/1997 - 9/30/1997                                    40,099,644
                             TOTAL SHORT-TERM OBLIGATIONS                                            249,677,873
 (C)REPURCHASE AGREEMENTS -- 59.8%
    13,700,000              Barclays de Zoete Wedd Securities, Inc., 6.830%, dated 12/31/1996,
                            due 1/2/1997                                                              13,700,000
    25,000,000              CIBC Wood Gundy Securities Corp., 7.000%, dated 12/31/1996,
                            due 1/2/1997                                                              25,000,000


FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST




   PRINCIPAL
     AMOUNT                                                                                            VALUE

 (C)REPURCHASE AGREEMENTS -- CONTINUED
 $  14,000,000              CS First Boston, Inc., 6.500%, dated 12/31/1996, due 1/2/1997          $  14,000,000
    25,000,000              Deutsche Bank Government Securities, Inc., 7.050%,
                            dated 12/31/1996, due 1/2/1997                                            25,000,000
   105,000,000              Fuji Government Securities, Inc., 7.050%, dated 12/31/1996,
                            due 1/2/1997                                                             105,000,000
    15,000,000              Nomura Securities International, Inc., 7.250%, dated 12/31/1996,
                            due 1/2/1997                                                              15,000,000
    60,000,000              PaineWebber Group, Inc., 7.050%, dated 12/31/1996, due 1/2/1997           60,000,000
    30,000,000              UBS Securities, Inc., 7.100%, dated 12/31/1996, due 1/2/1997              30,000,000
    13,000,000           (d)Chase Government Securities, Inc., 5.450%, dated 12/11/1996,
                            due 1/8/1997                                                              13,000,000
     9,000,000           (d)Goldman Sachs Group, LP, 5.370%, dated 12/3/1996, due 2/3/1997             9,000,000
    15,000,000           (d)Morgan Stanley Group, Inc., 5.430%, dated 12/31/1996,
                            due 2/28/1997                                                             15,000,000
    12,000,000           (d)Swiss Bank Capital Markets, 5.380%, dated 10/15/1996,
                            due 1/13/1997                                                             12,000,000
    15,000,000           (d)UBS Securities, Inc., 5.370%, dated 11/19/1996, due 1/21/1997             15,000,000
    13,000,000           (d)UBS Securities, Inc., 5.420%, dated 12/3/1996, due 1/2/1997               13,000,000
                             TOTAL REPURCHASE AGREEMENTS                                             364,700,000
                             TOTAL INVESTMENTS (AT AMORTIZED COST)(E)                             $  614,377,873


(a) Each issue shows the rate of discount at time of purchase.

(b) Current rate and next reset date shown.

(c) The repurchase agreements are fully collateralized by U.S. government
    and/or agency obligations based on market prices at the date of the
    portfolio. The investments in the repurchase agreements are through
    participation in joint accounts with other Federated funds.

(d) Although final maturity falls beyond seven days, a liquidity feature is
    included in each transaction to permit termination of the repurchase
    agreement within seven days.

(e) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
     ($609,588,955) at December 31, 1996.

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

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST
STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996


 ASSETS:
 Investments in repurchase agreements                                         $   364,700,000
 Investments in securities                                                        249,677,873
  Total investments in securities, at amortized cost and value                                   $   614,377,873
 Cash                                                                                                     92,082
 Income receivable                                                                                     1,543,129
 Receivable for shares sold                                                                            2,827,134
  Total assets                                                                                       618,840,218
 LIABILITIES:
 Payable for investments purchased                                            $     4,869,231
 Payable for shares redeemed                                                        2,446,985
 Income distribution payable                                                        1,844,935
 Accrued expenses                                                                      90,112
  Total liabilities                                                                                    9,251,263
 Net Assets for 609,588,955 shares outstanding                                                   $   609,588,955
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
 $609,588,955 / 609,588,955 shares outstanding                                                             $1.00


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

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST
STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996


 INVESTMENT INCOME:
 Interest                                                      $  33,175,715
 EXPENSES:
 Investment advisory fee                                      $    2,431,793
 Administrative personnel and services fee                           459,537
 Custodian fees                                                      109,199
 Transfer and dividend disbursing agent fees and expenses             98,073
 Directors'/Trustees' fees                                            17,371
 Auditing fees                                                        16,500
 Legal fees                                                            6,468
 Portfolio accounting fees                                           101,886
 Shareholder services fee                                          1,519,870
 Share registration costs                                             22,511
 Printing and postage                                                  6,702
 Insurance premiums                                                    6,951
 Taxes                                                                11,783
 Miscellaneous                                                         5,850
         Total expenses                                            4,814,494
 Waivers --
         Waiver of investment advisory fee                      $   (775,483)
         Waiver of shareholder services fee                       (1,215,896)
                  Total waivers                                   (1,991,379)
                           Net expenses                             2,823,115
                                  Net investment income         $  30,352,600


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

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST
STATEMENT OF CHANGES IN NET ASSETS




                                                     1996                1995

 INCREASE (DECREASE) IN NET ASSETS:
 OPERATIONS --
 Net investment income                                               $      30,352,600    $      46,061,505
 DISTRIBUTIONS TO SHAREHOLDERS --
 Distributions from net investment income                                  (30,352,600)         (46,061,505)
 SHARE TRANSACTIONS --
 Proceeds from sale of shares                                            1,768,232,818        2,288,288,246
 Net asset value of shares issued to shareholders in payment
 of distributions declared                                                   7,281,495            8,919,702
 Cost of shares redeemed                                                (1,939,776,658)      (2,500,462,612)
   Change in net assets resulting from share transactions                 (164,262,345)        (203,254,664)
     Change in net assets                                                 (164,262,345)        (203,254,664)
 NET ASSETS:
 Beginning of period                                                       773,851,300          977,105,964
 End of period                                                       $     609,588,955    $     773,851,300


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

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

1. ORGANIZATION

Federated Short-Term U.S. Government Trust (the "Trust") is registered under
the Investment Company Act of 1940, as amended (the "Act"), as a
diversified, open-end management investment company. The investment
objective of the Trust is high current income consistent with stability of
principal and liquidity.

2. SIGNIFICANT ACCOUNTING POLICIES

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

  INVESTMENT VALUATIONS -- The Trust's use of the amortized cost method to
  value its portfolio securities is in accordance with Rule 2a-7 under the
  Act.

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

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

  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 Trust's policy to comply with the provisions of
  the Code applicable to regulated investment companies and to distribute to
  shareholders each year substantially all of its income. Accordingly, no
  provisions for federal tax are necessary.
  WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS -- The Trust may engage in
  when-issued or delayed delivery transactions. The Trust records when-issued
  securities on the trade date and maintains security positions such that
  sufficient liquid assets will be available to make payment for the
  securities purchased. Securities purchased on a when-issued or delayed
  delivery basis are marked to market daily and begin earning interest on the
  settlement date.

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

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

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares of beneficial interest (without par value). At
December 31, 1996, capital paid-in aggregated $609,588,955. Transactions in
shares were as follows:




                                                                                    YEAR ENDED DECEMBER 31,
                                                                                    1996               1995

 Shares sold                                                                   1,768,232,818      2,288,288,246
 Shares issued to shareholders in payment of distributions declared                7,281,495          8,919,702
 Shares redeemed                                                              (1,939,776,658)    (2,500,462,612)
  Net change resulting from share transactions                                  (164,262,345)      (203,254,664)


4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

  INVESTMENT ADVISORY FEE -- Federated Research, the Trust's investment
  adviser (the "Adviser"), receives for its services an annual investment
  advisory fee equal to 0.40% of the Trust's average daily net assets. The
  Adviser may voluntarily choose to waive any portion of its fee. The Adviser
  can modify or terminate this voluntary waiver at any time at its sole
  discretion.

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

  SHAREHOLDER SERVICES FEE -- Under the terms of a Shareholder Services
  Agreement with Federated Shareholder Services ("FSS"), the Trust will pay
  FSS up to 0.25% of average daily net assets of the Trust for the period. The
  fee paid to FSS is used to finance certain services for shareholders and to
  maintain shareholder accounts. FSS may voluntarily choose to waive any
  portion of its fee. FSS can modify or terminate this voluntary waiver at any
  time at its sole discretion.

  TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES -- FServ, through
  its subsidiary, Federated Shareholder Services Company ("FSSC") serves as
  transfer and dividend disbursing agent for the Trust. The fee paid to FSSC
  is based on the size, type, and number of accounts and transactions made by
  shareholders.
  PORTFOLIO ACCOUNTING FEES -- FServ maintains the Trust's accounting records
  for which it receives a fee. The fee is based on the level of the Trust's
  average daily net assets for the period, plus out-of-pocket expenses.

  INTERFUND TRANSACTIONS -- During the period ended December 31, 1996, the
  Trust 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 sale transactions were
  made at current market value pursuant to Rule 17a-7 under the Act amounting
  to $30,090,000.

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

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of
FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST:

We have audited the accompanying statement of assets and liabilities of
Federated Short-Term U.S. Government Trust (a Massachusetts business trust),
including the schedule of portfolio investments, as of December 31, 1996,
and the related statement of operations for the year then ended, and the
statement of changes in net assets, and the 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 our audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1996, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Federated Short-Term U.S. Government Trust as of December 31, 1996, the
results of its operations for the year then ended, and the changes in its
net assets, and its financial highlights for the periods presented, in
conformity with generally accepted accounting principles.

                                                        ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania
January 27, 1997

ADDRESSES

Federated Short-Term U.S. Government Trust      Federated Investors Tower
                                                Pittsburgh, PA 15222-3779

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

Investment Adviser
   Federated Research                           Federated Investors Tower
                                                Pittsburgh, PA 15222-3779
Custodian
   State Street Bank and                        P.O. Box 8600
   Trust Company                                Boston, MA 02266-8600

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

Independent Public Accountants
   Arthur Andersen LLP                          2100 One PPG Place
                                                Pittsburgh, PA 15222

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST

PROSPECTUS

An Open-End, Management
Investment Company

Prospectus dated February 28, 1997



Federated Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779

Federated Securities Corp. is the distributor of the fund
and is a subsidiary of Federated Investors.

Cusip 313905101
8020102A (2/97)


                 FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST

                    STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information should be read with the prospectus
of Federated Short-Term U.S. Government Trust (the "Trust") dated February
28, 1997. This Statement is not a prospectus. You may request a copy of a
prospectus or a paper copy of this Statement, if you have received it
electronically, free of charge by calling 1-800-341-7400.

FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779

                 Statement dated February 28, 1997

Cusip 313905101
8020102B (2/97)

TABLE OF CONTENTS

 INVESTMENT POLICIES                                                     1
  Acceptable Investments                                                 1
  When-Issued and Delayed Delivery Transactions                          1
  Repurchase Agreements                                                  1
  Reverse Repurchase Agreements                                          1
  Lending of Portfolio Securities                                        1
 INVESTMENT LIMITATIONS                                                  1
  Selling Short and Buying on Margin                                     1
  Issuing Senior Securities and Borrowing Money                          2
  Pledging Assets                                                        2
  Lending Cash or Securities                                             2
  Acquiring Securities                                                   2
  Investing in Commodities                                               2
  Investing in Real Estate                                               2
  Underwriting                                                           2
  Concentration of Investments                                           2
  Diversification of Investments                                         2
  Investing in Illiquid Securities                                       2
  Investing in Securities of Other Investment
   Companies                                                             2
  Investing for Control                                                  3
  Regulatory Compliance                                                  3
 FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST MANAGEMENT
                                                                         3
  Share Ownership                                                        7
  Trustee Compensation                                                   7
  Trustee Liability                                                      7
 INVESTMENT ADVISORY SERVICES                                            8
  Investment Adviser                                                     8
  Advisory Fees                                                          8
 BROKERAGE TRANSACTIONS                                                  8
 OTHER SERVICES                                                          8
  Trust Administration                                                   8
  Custodian and Portfolio Accountant                                     8
  Transfer Agent                                                         9
  Independent Public Accountants                                         9
 DETERMINING NET ASSET VALUE                                             9
 SHAREHOLDER SERVICES                                                    9
 REDEMPTION IN KIND                                                      9
 MASSACHUSETTS PARTNERSHIP LAW                                          10
 THE TRUST'S TAX STATUS                                                 10
 PERFORMANCE INFORMATION                                                10
  Yield                                                                 10
  Effective Yield                                                       10
  Total Return                                                          10
  Performance Comparisons                                               11
  Economic and Market Information                                       11
 ABOUT FEDERATED INVESTORS                                              11
  Mutual Fund Market                                                    12
  Institutional Clients                                                 12
  Bank Marketing                                                        12
  Broker/Dealers and Bank
   Broker/Dealer Subsidiaries                                           12

INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may not be changed
by the Board of Trustees without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS

Some of the short-term U.S. government securities the Trust may purchase
carry variable interest rates. These securities have a rate of interest
subject to adjustment at least annually. This adjusted interest rate is
ordinarily tied to some objective standard, such as the 91-day U.S. Treasury
bill rate. Variable interest rates will reduce the changes in the market
value of such securities from their original purchase prices. Accordingly,
the potential for capital appreciation or capital depreciation should not be
greater than that of fixed interest rate U.S. government securities having
maturities equal to the interest rate adjustment dates of the variable rate
U.S. government securities. The Trust may purchase variable rate U.S.
government securities upon the determination by the Board of Trustees that
the interest rate as adjusted will cause the instrument to have a current
market value that approximates its par value on the adjustment date.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are made to secure what is considered to be an
advantageous price or yield for the Trust. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Trust sufficient to make payment for the securities to be purchased are:
segregated on the Trust's records at the trade date; marked to market daily;
and maintained until the transaction is settled. The Trust does not intend
to engage in when-issued and delayed delivery transactions to an extent that
would cause the segregation of more than 20% of the total value of its
assets.

REPURCHASE AGREEMENTS

The Trust believes that under the regular procedures normally in effect for
custody of the Trust's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the
Trust and allow retention or disposition of such securities. The Trust will
only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Trust's adviser to be creditworthy pursuant to guidelines established by the
Trustees.

REVERSE REPURCHASE AGREEMENTS

The Trust may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Trust transfers possession of a portfolio instrument in
return for a percentage of the instrument's market value in cash and agrees
that on a stipulated date in the future the Trust will repurchase the
portfolio instrument by remitting the original consideration plus interest
at an agreed upon rate. The use of reverse repurchase agreements may enable
the Trust to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but does not ensure this result. When
effecting reverse repurchase agreements, liquid assets of the Trust, in a
dollar amount sufficient to make payment for the obligations to be
purchased, are: segregated on the Trust's records at the trade date; marked
to market daily; and maintained until the transaction is settled.

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Trust lends portfolio securities must be
valued daily and, should the market value of the loaned securities increase,
the borrower must furnish additional collateral to the Trust. During the
time portfolio securities are on loan, the borrower pays the Trust any
dividends or interest paid on such securities. Loans are subject to
termination at the option of the Trust or the borrower. The Trust may pay
reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

The Trust 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 purchase and sales of securities.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Trust will not issue senior securities. The Trust 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 instruments. Any such borrowings would not be
collateralized.

PLEDGING ASSETS

The Trust will not pledge securities except that it may enter into reverse
repurchase agreements permitted by its investment objective and policies.

LENDING CASH OR SECURITIES

The Trust will not lend any assets, except portfolio securities up to
one-third of the value of its total assets. This shall not prevent the Trust
from engaging in transactions permitted by its investment objective,
policies, and limitations or Declaration of Trust.

ACQUIRING SECURITIES

The Trust will not acquire the voting securities of any issuer, except as a
part of a merger, consolidation, reorganization, or acquisition of assets.

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

INVESTING IN COMMODITIES

The Trust will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.

INVESTING IN REAL ESTATE

The Trust will not purchase or sell real estate.
UNDERWRITING

The Trust will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.

CONCENTRATION OF INVESTMENTS

The Trust will not invest 25% or more of the value of its total assets in
any one industry. However, the Trust may invest 25% or more of the value of
its total assets in cash, cash items, or securities issued or guaranteed by
the government of the United States or its agencies, or instrumentalities
and repurchase agreements collateralized by such U.S. government securities.
The U.S. government is not considered to be an industry.

DIVERSIFICATION OF INVESTMENTS

With respect to securities comprising 75% of the value of its total assets,
the Trust will not purchase securities of any one issuer (other than cash,
cash items, or securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase agreements
collateralized by such U.S. government securities) if as a result more than
5% of the value of its total assets would be invested in the securities of
that issuer, or if it would own more than 10% of the outstanding voting
securities of that issuer.

INVESTING IN ILLIQUID SECURITIES

The Trust will not invest more than 10% of the value of its net assets in
illiquid securities including certain restricted securities not determined
to be liquid under criteria established by the Trustees and repurchase
agreements providing for settlement in more than seven days after notice.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Trust will not purchase securities of other investment companies, except
as part of a merger, consolidation, or other acquisition.

INVESTING FOR CONTROL

The Trust will not invest in securities of a company for the purpose of
exercising control or management.

For purposes of the above limitations, the Trust considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits
in excess of $100,000,000 at the time of investment to be "cash items."
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in a violation of such limitation.

The Trust did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.

REGULATORY COMPLIANCE

The Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply
with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940. In particular, the
Trust will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The Trust will determine the effective
maturity of its investments according to Rule 2a-7. The Trust may change
these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Short-Term U.S. Government Trust, and principal
occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA

Birthdate: July 28, 1924

Chairman and Trustee

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA

Birthdate: February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee,
University of Pittsburgh; Director or Trustee of the Funds.

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

Birthdate: June 23, 1937

Trustee

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

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA

Birthdate: July 4, 1918

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or Trustee of the Funds.

James E. Dowd
571 Hayward Mill Road
Concord, MA

Birthdate: May 18, 1922

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or
Trustee of the Funds.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Birthdate: October 11, 1932

Trustee

Professor of Medicine, University of Pittsburgh; Medical Director,
University of Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director
or Trustee of the Funds.

Edward L. Flaherty, Jr.@

Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA

Birthdate: June 18, 1924

Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western
Region; Director or Trustee of the Funds.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 2, 1929

President and Trustee

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

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL

Birthdate: March 16, 1942

Trustee

Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street
Boston Corporation; Director or Trustee of the Funds.

Gregor F. Meyer
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: October 6, 1926

Trustee

Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the
Funds.

John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA

Birthdate: December 20, 1932

Trustee

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

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

Birthdate: September 14, 1925

Trustee

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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Birthdate: June 21, 1935

Trustee

Public Relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA

Birthdate: April 11, 1949

Executive Vice President

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

Birthdate: October 22, 1930

Executive Vice President

Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Shareholder Services Company; Trustee or Director of some of the
Funds; President, Executive Vice President and Treasurer of some of the
Funds.

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Birthdate: October 26, 1938

Executive Vice President, Secretary and Treasurer

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

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Birthdate: May 17, 1923

Vice President

Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.

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

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

As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies: 111 Corcoran Funds; Arrow Funds; Automated
Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate
U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.; Federated
ARMs Fund; Federated Equity Funds; Federated Equity Income Fund, Inc.;
Federated Fund for U.S. Government Securities, Inc.; Federated GNMA Trust;
Federated Government Income Securities, Inc.; Federated Government Trust;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Insurance Series; Federated
Investment Portfolios; Federated Investment Trust; Federated Master Trust;
Federated Municipal Opportunities Fund, Inc.; Federated Municipal Securities
Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal Trust;
Federated Short-Term U.S. Government Trust; Federated Stock and Bond Fund,
Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International
Series, Inc.; Investment Series Funds, Inc.; Investment Series Trust;
Liberty Term Trust, Inc. -- 1999; Liberty U.S. Government Money Market
Trust; Liquid Cash Trust; Managed Series Trust; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The Planters
Funds; The Starburst Funds; The Starburst Funds II; The Virtus Funds; Trust
for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations;
and World Investment Series, Inc.

SHARE OWNERSHIP

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

As of February 5, 1997, the following shareholders of record owned 5% or
more of the outstanding shares of the Trust: Pinnacle Bank, Westmont, IL,
owned approximately 31,824,888 (5.45%) shares.

TRUSTEE COMPENSATION

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

 John F. Donahue            $0             $0 for the Trust and
 Chairman and Trustee                      56 other investment companies in the Fund Complex
 Glen R. Johnson            $0             $0 for the Trust and
 President and Trustee                     8 other investment companies in the Fund Complex
 Thomas G. Bigley           $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 John T. Conroy, Jr.        $1,829.59      $119,615 for the Trust and
 Trustee                                   6 other investment companies in the Fund Complex
 William J. Copeland        $1,829.59      $119,615 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 James E. Dowd              $1,829.59      $119,615 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 Lawrence D. Ellis, M.D.    $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 Edward L. Flaherty, Jr.    $1,829.59      $119,615 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 Peter E. Madden            $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 Gregor F. Meyer            $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 John E. Murray, Jr.        $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 Wesley W. Posvar           $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex
 Marjorie P. Smuts          $1,663.02      $108,725 for the Trust and
 Trustee                                   56 other investment companies in the Fund Complex

* Information is furnished for the fiscal year ended December 31, 1996.

# The aggregate compensation is provided for the Trust which is comprised of
one portfolio.
+ The information is provided for the last calendar year.

TRUSTEE LIABILITY

The 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

INVESTMENT ADVISER

The Trust's investment adviser is Federated Research. 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 or any shareholder for any
losses that may be sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

ADVISORY FEES

For its advisory services, Federated Research receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended
December 31, 1996, 1995, and 1994, the adviser earned $2,431,793,
$3,308,383, and $4,025,146, respectively, of which $775,483, $995,954, and
$1,078,279, respectively, were waived.
BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order
at a favorable price. In working with dealers, the adviser will generally
use those who are recognized dealers in specific portfolio instruments,
except when a better price and execution of the order can be obtained
elsewhere. The adviser makes decisions on portfolio transactions and selects
brokers and dealers subject to guidelines established by the Trustees. The
adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Trust or to the
adviser and may include: advice as to the advisability of investing in
securities; security analysis and reports; economic studies; industry
studies; receipt of quotations for portfolio evaluations; and similar
services. Research services provided by brokers and dealers may be used by
the adviser or its affiliates in advising the Trust and other accounts. To
the extent that receipt of these services may supplant services for which
the adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses. The adviser and its affiliates exercise reasonable
business judgment in selecting brokers who offer brokerage and research
services to execute securities transactions. They determine in good faith
that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
year(s) ended December 31, 1996, 1995 and 1994, the Trust paid no brokerage
commissions.

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

OTHER SERVICES

TRUST ADMINISTRATION

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described in
the prospectus. From March 1, 1994 to March 1, 1996, Federated
Administrative Services served as the Trust's Administrator. Prior to March
1, 1994, Federated Administrative Services, Inc. served as the Trust's
Administrator. Both former Administrators are subsidiaries of Federated
Investors. For purposes of this Statement of Additional Information,
Federated Services Company, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred to as
the "Administrators." For the fiscal years ended December 31, 1996, 1995,
and 1994, the Administrators earned $459,537, $626,051, and $743,194,
respectively.

CUSTODIAN AND PORTFOLIO ACCOUNTANT

State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Trust. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Trust's portfolio investments. The fee paid for this service is based
upon the level of the Trust's average net assets for the period plus
out-of-pocket expenses.

TRANSFER AGENT
Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records.
For its services, the transfer agent receives a fee based on the number of
shareholder accounts.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for the Trust are Arthur Andersen LLP,
Pittsburgh, PA.

DETERMINING NET ASSET VALUE

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization
of premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of
the Trust computed by dividing the annualized daily income on the Trust's
portfolio by the net asset value computed as above may tend to be higher
than a similar computation made by using a method of valuation based upon
market prices and estimates. In periods of rising interest rates, the
opposite may be true.

The Trust's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-7
(the "Rule") promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940. Under the Rule, the Trustees must establish
procedures reasonably designed to stabilize the net asset value per share,
as computed for purposes of distribution and redemption, at $1.00 per share,
taking into account current market conditions and the Trust's investment
objective. The procedures include monitoring the relationship between the
amortized cost value per share and the net asset value per share based upon
available indications of market value. The Trustees will decide what, if
any, steps should be taken if there is a difference of more than 0.5%
between the two values. The Trustees will take any steps they consider
appropriate (such as redemption in kind or shortening the average portfolio
maturity) to minimize any material dilution or other unfair results arising
from differences between the two methods of determining net asset value.

SHAREHOLDER SERVICES

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

By adopting the Shareholder Services Agreement, the Trustees expect that the
Trust will benefit by: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative
detail; (3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their accounts.

For the fiscal year ended December 31, 1996, the Trust incurred shareholder
service fees in the amount of $1,519,870 of which $1,215,896 was voluntarily
waived.
REDEMPTION IN KIND

The Trust is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Trust's net asset value, whichever is less, for any one shareholder
within a 90-day period. Any redemption beyond this amount will also be in
cash unless the Trustees determine that further payments should be in kind.
In such cases, the Trust will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Trust
determines net asset value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable. Redemption in kind is not
as liquid as a cash redemption. If redemption is made in kind, shareholders
who sell these securities could receive less than the redemption value and
could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

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

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

To qualify for the special tax treatment afforded to regulated investment
companies, the Trust 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.

PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in conjunction with an
investment in shares of the Trust, the performance will be reduced for those
shareholders paying those fees.

YIELD

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
The Trust's yield for the seven-day period ended December 31, 1996, was
5.15%.

EFFECTIVE YIELD

The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to the
365/7th power; and subtracting 1 from the result. The Trust's effective
yield for the seven-day period ended December 31, 1996, was 5.28%.

TOTAL RETURN

Average annual total return 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.

The Trust's average annual total returns for the one-year, and five-year
period ended December 31, 1996 and for the period from April 16, 1987 (date
of initial public investment) through December 31, 1996 were 5.10%, 4.28%
and 5.86%, respectively.

PERFORMANCE COMPARISONS

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

* LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories
  based on total return, which assumes the reinvestment of all income
  dividends and capital gains distributions, if any.

* IBC/DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money
  market funds weekly. Donoghue's Money Market Insight publication reports
  monthly and 12-month-to-date investment results for the same money funds.

* MONEY, a monthly magazine, regularly ranks money market funds in various
  categories based on the latest available seven-day effective yield.

Advertising and other promotional literature may include charts, graphs and
other illustrations using the Trust's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Trust can
compare its performance, or performance for the types of securities in which
it invests, to a variety of other investments, such as bank savings
accounts, certificates of deposit, and Treasury bills.

ECONOMIC AND MARKET INFORMATION

Advertising and sales literature for the Trust may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Trust portfolio managers and their views and analysis on how
such developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the
mutual fund industry, including the growth of the industry, from sources
such as the Investment Company Institute.

ABOUT FEDERATED INVESTORS

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

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

In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market
fund shares. Other innovations include the first institutional tax-free
money market fund. As of December 31, 1996, Federated Investors managed more
than $50.3 billion in assets across 50 money market funds, including 18
government, 11 prime and 21 municipal with assets approximating $28.0
billion, $12.8 billion and $9.5 billion, respectively.

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

MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $3.5 trillion to the more than 6,000 funds
available.*

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

INSTITUTIONAL CLIENTS

Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for
a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisors. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.

BANK MARKETING

Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the
top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated funds are available to consumers through major brokerage firms
nationwide -- we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country -- supported by more wholesalers than any
other mutual fund distributor. Federated's service to financial
professionals and institutions has earned it high ratings in several surveys
performed by DALBAR, Inc. DALBAR is recognized as the industry benchmark for
service quality measurement. The marketing effort to these firms is headed
by James F. Getz, President, Federated Securities Corp.

* Source: Investment Company Institute



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