TRUST FOR GOVERNMENT CASH RESERVES
497, 1995-02-07
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    TRUST FOR GOVERNMENT CASH RESERVES
    PROSPECTUS

     The shares of Trust for Government Cash Reserves (the "Trust") offered
     by  this prospectus  represent interests  in an  open-end, diversified
     management investment company (a mutual fund), investing 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
     January  31, 1995,  with the  Securities and  Exchange Commission. The
     information contained in  the Statement of  Additional Information  is
     incorporated by reference into this prospectus. You may request a copy
     of  the Statement of Additional Information  free of charge by calling
     1-800-235-4669. To obtain other  information, or make inquiries  about
     the Trust, contact the Trust at the address listed in the back of this
     prospectus.

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

     Prospectus dated January 31, 1995

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

<TABLE>
<S>                                       <C>
SUMMARY OF TRUST EXPENSES                         1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS                              2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Limitations                          4
  Regulatory Compliance                           5
TRUST INFORMATION                                 5
- ---------------------------------------------------
  Management of the Trust                         5
  Distribution of Shares                          6
  Administration of the Trust                     6
NET ASSET VALUE                                   7
- ---------------------------------------------------
INVESTING IN THE TRUST                            7
- ---------------------------------------------------
  Share Purchases                                 7
  Minimum Investment Required                     8
  Subaccounting Services                          8
  Certificates and Confirmations                  8
  Dividends                                       8
  Capital Gains                                   9

REDEEMING SHARES                                  9
- ---------------------------------------------------
  By Mail                                         9
  Telephone Redemption                           10
  Accounts with Low Balances                     10

SHAREHOLDER INFORMATION                          10
- ---------------------------------------------------
  Voting Rights                                  10
  Massachusetts Partnership Law                  10

TAX INFORMATION                                  11
- ---------------------------------------------------
  Federal Income Tax                             11
  Pennsylvania Corporate and Personal
    Property Taxes                               11
  State and Local Taxes                          11

PERFORMANCE INFORMATION                          11
- ---------------------------------------------------
FINANCIAL STATEMENTS                             13
- ---------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS         19
- ---------------------------------------------------
ADDRESSES                                        20
- ---------------------------------------------------
</TABLE>

                                       I

SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                 SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                      <C>        <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).............................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).............................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)........................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)................................       None
Exchange Fee......................................................................................       None

<CAPTION>

                                 ANNUAL TRUST OPERATING EXPENSES
                             (As a percentage of average net assets)
<S>                                                                                      <C>        <C>
Management Fee (after waiver) (1).................................................................      0.29%
12b-1 Fee.........................................................................................       None
Total Other Expenses..............................................................................      0.16%
  Shareholder Services Fee (after waiver) (2)..........................................      0.05%
        Total Trust Operating Expenses (3)........................................................      0.45%
<FN>
(1)  The management fee  has been reduced  to reflect the  voluntary waiver of a
    portion of  the management  fee. The  adviser can  terminate this  voluntary
    waiver  at any time  at its sole  discretion. The maximum  management fee is
    0.40%.
(2) The maximum shareholder services fee is 0.25%.
(3) The Total Trust Operating Expenses in the table above are based on  expenses
    expected  during the fiscal  year ending November 30,  1995. The Total Trust
    Operating Expenses were 0.45% for the  fiscal year ended November 30,  1994,
    and  would have been 0.55%  absent the voluntary waiver  of a portion of the
    management fee.
</TABLE>

    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.

<TABLE>
<CAPTION>
EXAMPLE                                                             1 YEAR     3 YEARS    5 YEARS   10 YEARS
- -----------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period.................................................     $5         $14        $25        $57
</TABLE>

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

                                       1

TRUST FOR GOVERNMENT CASH RESERVES

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

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

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

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED NOVEMBER 30,
                                                              ----------------------------------------------------------------
                                                                1994       1993       1992       1991       1990       1989*
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                           0.04       0.03       0.04       0.06       0.08       0.06
- ------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Dividends to shareholders from net investment income           (0.04)     (0.03)     (0.04)     (0.06)     (0.08)     (0.06)
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                                $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
- ------------------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
                                                              ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN**                                                    3.74%      2.87%      3.58%      5.95%      7.94%      5.93%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                        0.45%      0.45%      0.47%      0.47%      0.45%      0.43%(a)
- ------------------------------------------------------------
  Net investment income                                           3.68%      2.83%      3.54%      5.76%      7.65%      8.34%(a)
- ------------------------------------------------------------
  Expense waiver/reimbursement (b)                                0.10%      0.03%      0.02%      0.02%      0.08%      0.19%(a)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                      $978,691  $1,060,355 $1,145,009 $1,251,692  $880,997   $331,860
- ------------------------------------------------------------

<FN>

  *  Reflects operations  for the  period from March  30, 1989  (date of initial
    public investment),  to November  30, 1989.  For the  period from  start  of
    business,  March 20, 1989  to March 29,  1989 the net  investment income was
    distributed to the Trust's adviser.

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

 (a) Computed on an annualized basis.

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

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

                                       2

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

The  Trust was established as a Massachusetts business trust under a Declaration
of Trust  dated  January 26,  1989.  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, diversified portfolio investing only in  short-term
U.S.  government securities.  A minimum initial  investment of  $25,000 within 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 following the
investment policies described in this prospectus.

INVESTMENT POLICIES

The Trust pursues its investment objective  by investing only in a portfolio  of
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 ("Trustees") without shareholder  approval.
Shareholders  will  be notified  before any  material  change in  these policies
becomes effective.

The Trust will limit  its investments to investments  which, if owned  directly,
pay interest exempt from state personal income tax. Therefore, dividends paid by
the Trust may be exempt from state personal income tax.

ACCEPTABLE  INVESTMENTS.  The Trust invests  only in U.S. government securities.
These instruments 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; and

    - notes,   bonds,  and  discount  notes   of  U.S.  government  agencies  or
      instrumentalities, such as the: Farm Credit System, including the National
      Bank for  Cooperatives, Farm  Credit Banks,  and Banks  for  Cooperatives;
      Federal Home Loan Banks; and Student Loan Marketing Association.

Some  obligations issued or  guaranteed by agencies  or instrumentalities of the
U.S. government, such as Government National Mortgage Association  participation
certificates,  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

                                       3

financial  support  to  other agencies  or  instrumentalities, since  it  is not
obligated to do so. These agencies and 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.

    AGENCY MASTER DEMAND NOTES.   The Trust may  enter into master demand  notes
    with  various federal agencies and  instrumentalities. Under a master demand
    note, the Trust has the right to increase or decrease the amount of the note
    on a daily basis within specified maximum and minimum amounts. Master demand
    notes also normally provide for full or partial repayment upon seven or more
    days notice by  either the  Trust or  the borrower  and bear  interest at  a
    variable  rate. The Trust relies on master demand notes, in part, to provide
    daily liquidity.  To  the extent  that  the Trust  cannot  obtain  liquidity
    through  master demand notes, it  may be required to  maintain a larger cash
    position, invest  more  assets  in securities  with  current  maturities  or
    dispose of assets at a gain or loss to maintain sufficient liquidity.

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. Accordingly, the Trust may pay more or less than the market value of the
securities on the settlement date.

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.

INVESTMENT LIMITATIONS

The  Trust  will not  borrow money  or pledge  securities except,  under certain
circumstances, the Trust may borrow  up to one-third of  the value of its  total
assets  and pledge up  to 10% of  the value of  its total assets  to secure such
borrowings.

The above investment limitation 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.

                                       4

REGULATORY COMPLIANCE

The  Trust  may  follow  non-fundamental  operational  policies  that  are  more
restrictive  than its fundamental  investment limitations, as  set forth in this
prospectus and its 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, as amended. 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.

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  .40  of 1%  of the  Trust's average  daily net  assets. The  adviser has
    undertaken to reimburse the Trust up to  the amount of the advisory fee  for
    operating  expenses in excess of  limitations established by certain states.
    The adviser also 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.  Total  assets  under  management   or
    administration  by these and  other subsidiaries of  Federated Investors are
    approximately $70 billion. Federated Investors, which was founded in 1956 as
    Federated Investors, Inc., develops and  manages mutual funds primarily  for
    the  financial industry.  Federated Investors'  track record  of competitive
    performance and  its disciplined,  risk averse  investment philosophy  serve

                                       5

    approximately  3,500  client  institutions  nationwide.  Through  these same
    client institutions, individual shareholders also  have access to this  same
    level of investment expertise.

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 PLAN.   The Trust has adopted  a Shareholder Services  Plan
(the "Services Plan") under which it will pay Federated Shareholder Services, an
affiliate  of Federated  Investors, an  amount not  exceeding .25  of 1%  of the
average daily net asset value of  the Trust to provide personal services  and/or
maintenance of shareholder accounts to the Trust and its shareholders. Federated
Shareholder  Services may, from  time to time  and for such  periods as it deems
appropriate, voluntarily reduce the amount stated above.

Federated Shareholder  Services may  elect to  pay financial  institutions  fees
based  upon shares owned by their clients  or customers for services provided to
those 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 Federated
Shareholder Services.

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

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

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE  SERVICES.   Federated Administrative  Services, a  subsidiary of
Federated Investors, provides administrative  personnel and services  (including
certain  legal and financial reporting services) necessary to operate the Trust.
Federated Administrative Services provides these at an annual rate as  specified
below:

<TABLE>
<CAPTION>
            MAXIMUM FEE              AVERAGE AGGREGATE DAILY NET ASSETS
        --------------------        ------------------------------------
        <C>                         <S>
             .15 of 1%              on the first $250 million
             .125 of 1%             on the next $250 million
             .10 of 1%              on the next $250 million
             .075 of 1%             on assets in excess of $750 million
</TABLE>

The  administrative  fee  received during  any  fiscal  year shall  be  at least
$125,000 per portfolio and $30,000 per each additional class of shares.  Average
aggregate  daily  net  assets  include  those of  all  mutual  funds  advised by
affiliates of Federated Investors. Federated Administrative Services may  choose
voluntarily to waive a portion of its fee.

                                       6

CUSTODIAN.   State Street Bank  and Trust Company, Boston,  MA, is custodian for
the securities and cash of the Trust.

TRANSFER AGENT  AND  DIVIDEND DISBURSING  AGENT.   Federated  Services  Company,
Pittsburgh,  PA, is  transfer agent for  the shares of,  and dividend disbursing
agent for, the Trust.

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

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, 1:00  p.m., and  4:00 p.m.
(Eastern time) Monday through Friday except on: (i) days on which there are  not
sufficient changes in the value of the Trust's portfolio securities that its net
asset  value might be materially affected; (ii)  days during which no shares are
tendered for redemption and no orders to purchase shares are received; or  (iii)
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

INVESTING IN THE TRUST
- --------------------------------------------------------------------------------

SHARE PURCHASES

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 and the Federal Reserve Wire  System are open for business. Shares  may
be  purchased either by wire or mail. 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.

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

BY MAIL.  To purchase by mail, send a check made payable to Trust for Government
Cash  Reserves  to:  Federated  Services  Company,  Trust  for  Government  Cash
Reserves, P.O. Box 8602, Boston, MA

                                       7

02266-8602. Orders by  mail are  considered received  when payment  by check  is
converted  into federal funds. This is normally  the next business day after the
check is received.

AUTOMATIC INVESTMENTS.   Investors may establish  accounts with their  financial
institutions to have cash accumulations automatically invested in the Trust. The
investments  may be made  on predetermined dates or  when the investor's account
reaches a certain  level. Participating financial  institutions are  responsible
for  prompt transmission of orders relating to  the program, and they may charge
for their  services.  Investors  should  read this  prospectus  along  with  the
financial  institution's agreement  or literature describing  these services and
fees.

MINIMUM INVESTMENT REQUIRED

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.

SUBACCOUNTING SERVICES

Financial institutions are encouraged to  open single master accounts.  However,
certain   financial  institutions   may  wish   to  use   the  transfer  agent's
subaccounting system to minimize their internal recordkeeping requirements.  The
transfer  agent  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.

CERTIFICATES AND CONFIRMATIONS

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

Monthly  confirmations are sent to report transactions such as all purchases and
redemptions as well as dividends paid during the month.

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.

                                       8

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.

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

Shares are redeemed  at their net  asset value next  determined after  Federated
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.

BY MAIL

Shares  may be redeemed  by sending a  written request to:  Trust for Government
Cash Reserves, P.O. Box 8602, Boston, MA 02266-8602. The written request  should
state:  Trust  for Government  Cash  Reserves; shareholder's  name;  the account
number; and the share  or dollar amount requested.  Sign the request exactly  as
the  shares are registered. Shareholders should call the Trust for assistance in
redeeming by mail.

If share  certificates have  been issued,  they must  be properly  endorsed  and
should be sent by registered or certified mail with the written request.

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

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

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

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

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

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

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

Normally, a check for the proceeds is mailed within one business day, but in  no
event  more  than  seven days,  after  receipt  of a  proper  written redemption
request. Dividends  are paid  up to  and  including the  day that  a  redemption
request is processed.

                                       9

TELEPHONE REDEMPTION

Shares  may be redeemed by telephoning  the Trust. Telephone instructions may be
recorded. If reasonable  procedures are  not followed by  the Trust,  it may  be
liable  for losses due to unauthorized  or fraudulent telephone instructions. An
authorization form permitting the Trust to accept telephone requests must  first
be  completed. Authorization forms and information on this service are available
from Federated Securities Corp.

If the redemption  request is  received before  12:00 noon  (Eastern time),  the
proceeds  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, and  those
shares  redeemed will not be  entitled to that day's  dividend. A daily dividend
will be paid  on shares  redeemed if the  redemption request  is received  after
12:00  noon  (Eastern  time). However,  the  proceeds  are not  wired  until the
following business day.  Under limited circumstances,  arrangements may be  made
with  the  distributor  for same-day  payment  of proceeds,  without  that day's
dividend, for redemption requests received before 2:00 p.m. (Eastern time).

In the event of drastic economic or market changes, a shareholder may experience
difficulty in  redeeming by  telephone. If  such a  case should  occur,  another
method  of redemption, such as  "By Mail," should be  considered. If at any time
the Trust shall  determine it necessary  to terminate or  modify this method  of
redemption, shareholders would be promptly notified.

ACCOUNTS WITH LOW BALANCES

Due  to the high cost  of maintaining accounts with  low balances, the Trust may
redeem shares in  any account 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.

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

VOTING RIGHTS

Each share of the Trust gives the shareholder one vote in Trustee elections  and
other  matters submitted to  shareholders for vote.  As a Massachusetts business
trust,  the  Trust  is  not  required  to  hold  annual  shareholder   meetings.
Shareholder  approval will  be sought  only for  certain changes  in the Trust's
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 of the Trust shall be called by the Trustees upon the  written
request of shareholders owning at least 10% of the Trust's outstanding shares.

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

                                       10

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.

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.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

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

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

STATE AND LOCAL TAXES

The  Trust intends to limit its investments to U.S. government securities paying
interest which, if owned directly by shareholders of the Trust, would be  exempt
from  state personal income tax. However, under the laws of some states, the net
investment income distributed by the Trust may be taxable to shareholders. State
laws differ on this issue, and shareholders  are urged to consult their own  tax
advisers regarding the status of their accounts under state and local tax laws.

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

From  time  to  time  the  Trust  advertises  its  yield,  effective  yield, and
tax-equivalent yield. 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

                                       11

than  the yield because of the  compounding effect of this assumed reinvestment.
The tax-equivalent yield is calculated similarly  to the yield, but is  adjusted
to  reflect the  taxable yield  that would have  to be  earned to  equal the tax
exempt yield, assuming a specific tax rate.

Advertisements and sales literature may also refer to total return. Total return
represents the change,  over a  specified period  of time,  in the  value of  an
investment  in  the shares  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 its
performance to certain indices.

                                       12

TRUST FOR GOVERNMENT CASH RESERVES
PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                VALUE
- ------------    ----------------------------------------------------  ------------
<C>           <S>                                                     <C>
SHORT-TERM U.S. GOVERNMENT OBLIGATIONS--99%
- --------------------------------------------------------------------
$311,505,000     *  Student Loan Marketing Assoc., Floating Rate
                    Notes, 5.56%--6.19%, 12/8/94--2/11/95             $311,296,747
                    ------------------------------------------------
 115,400,000     *  Student Loan Marketing Assoc., Floating Rate
                    Master Note, 5.44%, 10/6/95                        115,400,000
                    ------------------------------------------------
 378,235,000    **  Federal Home Loan Bank, Discount Notes,
                    4.81%--5.98%, 12/1/94-- 7/17/95                    374,934,848
                    ------------------------------------------------
 144,200,000    **  Federal Farm Credit Bank, Discount Notes,
                    4.86%--6.05%, 12/1/94-- 6/9/95                     143,242,203
                    ------------------------------------------------
   9,000,000        Federal Home Loan Bank Notes, 5.58%, 10/6/95         8,995,562
                    ------------------------------------------------
  15,000,000    **  Tennessee Valley Authority Discount Notes,
                    5.00%, 12/5/95                                      14,991,667
                    ------------------------------------------------  ------------
                      TOTAL SHORT-TERM U.S. GOVERNMENT OBLIGATIONS     968,861,027
                    ------------------------------------------------  ------------
U.S. TREASURY OBLIGATIONS--2.7%
- --------------------------------------------------------------------
  20,000,000    **  U.S. Treasury Bills, 3.60%--5.24%,
                    2/9/95--6/29/95                                     19,592,153
                    ------------------------------------------------
   7,000,000        U.S. Treasury Notes, 5.50%, 2/15/95                  7,011,522
                    ------------------------------------------------  ------------
                      TOTAL U.S. TREASURY OBLIGATIONS                   26,603,675
                    ------------------------------------------------  ------------
                      TOTAL INVESTMENTS, AT AMORTIZED COST            $995,464,702+
                    ------------------------------------------------  ------------
<FN>

 *  Denotes variable rate obligation for which  current rate and next reset date
   are shown.

** Each issue shows the rate of discount at time of purchase.

 + Also represents cost for federal tax purposes.

Note: The  category  of investments  is  shown as  a  percentage of  net  assets
      ($978,691,336) at November 30, 1994.
</TABLE>

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

                                       13

TRUST FOR GOVERNMENT CASH RESERVES

STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                               <C>           <C>
ASSETS:
- ----------------------------------------------------------------------------------------------
Investments, at amortized cost and value                                                        $995,464,702
- ----------------------------------------------------------------------------------------------
Interest receivable                                                                                3,928,720
- ----------------------------------------------------------------------------------------------
Receivable for Trust shares sold                                                                       7,700
- ----------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                 999,401,122
- ----------------------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------
Payable for investments purchased                                                 $ 16,645,833
- --------------------------------------------------------------------------------
Dividends payable                                                                    3,673,190
- --------------------------------------------------------------------------------
Payable to Bank                                                                        251,237
- --------------------------------------------------------------------------------
Payable for Trust shares redeemed                                                       45,910
- --------------------------------------------------------------------------------
Accrued expenses                                                                        93,616
- --------------------------------------------------------------------------------  ------------
Total liabilities                                                                                 20,709,786
- ----------------------------------------------------------------------------------------------  ------------
NET ASSETS for 978,691,336 shares of beneficial interest outstanding                            $978,691,336
- ----------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Price Per Share ($978,691,336  DIVIDED BY
978,691,336 shares of beneficial interest outstanding)                                          $       1.00
- ----------------------------------------------------------------------------------------------  ------------
</TABLE>

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

                                       14

TRUST FOR GOVERNMENT CASH RESERVES

STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                    <C>           <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest income                                                                      $41,085,452
- ---------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------
Investment advisory fee                                                $3,977,036
- --------------------------------------------------------------------
Trustees' fees                                                             16,018
- --------------------------------------------------------------------
Administrative personnel and services fees                                706,623
- --------------------------------------------------------------------
Custodian fees and portfolio accounting fees                              283,009
- --------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                   19,831
- --------------------------------------------------------------------
Shareholder services fee                                                  371,377
- --------------------------------------------------------------------
Trust share registration costs                                             28,508
- --------------------------------------------------------------------
Auditing fees                                                              15,922
- --------------------------------------------------------------------
Legal fees                                                                 13,986
- --------------------------------------------------------------------
Printing and postage                                                        6,009
- --------------------------------------------------------------------
Insurance premiums                                                         22,758
- --------------------------------------------------------------------
Taxes                                                                         128
- --------------------------------------------------------------------
Miscellaneous                                                               8,243
- --------------------------------------------------------------------   ----------
    Total expenses                                                      5,469,448
- --------------------------------------------------------------------
Deduct--Waiver of investment advisory fee                                 949,081
- --------------------------------------------------------------------   ----------
    Net expenses                                                                       4,520,367
- ---------------------------------------------------------------------------------    -----------
      Net investment income                                                          $36,565,085
- ---------------------------------------------------------------------------------    -----------
</TABLE>

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

                                       15

TRUST FOR GOVERNMENT CASH RESERVES

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

<TABLE>
<CAPTION>
                                                                    YEAR ENDED NOVEMBER 30,
                                                                -------------------------------
                                                                     1994             1993
                                                                ---------------  --------------
<S>                                                             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                           $    36,565,085  $   30,897,970
- --------------------------------------------------------------  ---------------  --------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------
Dividends to shareholders from net investment income                (36,565,085)    (30,897,970)
- --------------------------------------------------------------  ---------------  --------------
TRUST SHARE (PRINCIPAL) TRANSACTIONS--
- --------------------------------------------------------------
Net proceeds from sale of shares                                  3,126,914,918   3,320,318,297
- --------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of        3,033,072       2,837,236
dividends declared
- --------------------------------------------------------------
Cost of shares redeemed                                          (3,211,611,415) (3,407,809,994)
- --------------------------------------------------------------  ---------------  --------------
    Change in net assets resulting from Trust share                 (81,663,425)    (84,654,461)
      transactions
- --------------------------------------------------------------  ---------------  --------------
      Change in net assets                                          (81,663,425)    (84,654,461)
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                               1,060,354,761   1,145,009,222
- --------------------------------------------------------------  ---------------  --------------
End of period                                                   $   978,691,336  $1,060,354,761
- --------------------------------------------------------------  ---------------  --------------
</TABLE>

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

                                       16

TRUST FOR GOVERNMENT CASH RESERVES

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

(1) ORGANIZATION

The  Trust is registered  under the Investment  Company Act of  1940, as amended
(the "Act"), as a diversified, open-end management investment company.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

A.  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.

B.  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.

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

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

E.  DEFERRED  EXPENSES--The  costs  incurred  by  the  Trust  with  respect   to
    registration  of its shares in its  first fiscal year, excluding the initial
    expense of  registering  the  shares,  have  been  deferred  and  are  being
    amortized  using the straight-line  method over a period  of five years from
    the Trust's commencement date.

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

                                       17

TRUST FOR GOVERNMENT CASH RESERVES
- --------------------------------------------------------------------------------

(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
November 30,  1994, capital  paid-in  aggregated $978,691,336.  Transactions  in
Trust shares were as follows:

<TABLE>
<CAPTION>
                                                                    YEAR ENDED NOVEMBER 30,
                                                                 ------------------------------
                                                                      1994            1993
                                                                 --------------  --------------
<S>                                                              <C>             <C>
Shares sold                                                       3,126,914,918   3,320,318,297
- ---------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared        3,033,072       2,837,236
- ---------------------------------------------------------------
Shares redeemed                                                  (3,211,611,415) (3,407,809,994)
- ---------------------------------------------------------------  --------------  --------------
  Net change resulting from Trust share transactions                (81,663,425)    (84,654,461)
- ---------------------------------------------------------------  --------------  --------------
</TABLE>

(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
.40  of 1% of the Trust's average  daily net assets. The Adviser may voluntarily
choose to waive a portion of its fee and reimburse certain operating expenses of
the Trust.  The  Adviser can  modify  or  terminate this  voluntary  waiver  and
reimbursement at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
with  administrative  personnel  and services.  Prior  to March  1,  1994, these
services were provided at approximate cost. Effective March 1, 1994, the FAS fee
is based on the level  of average aggregate 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 the Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will pay FSS up to .25 of
1% of average  net assets of  the Trust for  the period. This  fee is to  obtain
certain  personal  services for  shareholders  and to  maintain  the shareholder
accounts.

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

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

                                       18

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

To the Shareholders and Board of Trustees of
TRUST FOR GOVERNMENT CASH RESERVES:

We  have audited the  accompanying statement of assets  and liabilities of Trust
for Government Cash  Reserves (a  Massachusetts business  trust), including  the
schedule  of portfolio  investments, as  of November  30, 1994,  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 the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our procedures included confirmation of  the securities owned as of
November 30, 1994,  by correspondence with  the custodian and  broker. 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  Trust
for  Government  Cash Reserves,  as of  November  30, 1994,  the results  of its
operations for the year then ended, and changes in its net assets and  financial
highlights  for  the periods  presented, in  conformity with  generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
January 12, 1995

                                       19

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

<TABLE>
<S>                                                              <C>
Trust for Government Cash Reserves
                                                                 Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

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

Custodian
              State Street Bank and Trust Company                P.O. Box 8602
                                                                 Boston, MA 02266-8602
- -------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
              Federated Services Company                         Federated Investors Tower
                                                                 Pittsburgh, PA 15222-3779
- -------------------------------------------------------------------------------------------

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

                                       20

                                           TRUST FOR GOVERNMENT
                                           CASH RESERVES

                                           PROSPECTUS

                                           An Open-End,
                                           Diversified, Management
                                           Investment Company

                                           Prospectus dated January 31,
                                           1995

[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           89833H108
           9022103A (1/95)                         [RECYCLED PAPER LOGO]


                                    
                                    
                                    
                   Trust for Government Cash Reserves
                                    
                                    
                                    
                   Statement of Additional Information
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
    This Statement of Additional Information should be read with the
    prospectus of Trust for Government Cash Reserves (the "Trust")
    dated January 31, 1995.  This Statement is not a prospectus.  To
    receive a copy of a prospectus, write or call the Trust.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    
                    Statement dated January 31, 1995
   

Distributor
A subsidiary of
Federated Investors

Investment Policies                     1
 Acceptable Investments                1
 When-Issued And Delayed
   Delivery Transactions                1
Investment Limitations                  1
Brokerage Transactions                  2
Trust for Government Cash
Reserves Management                     3
 The Funds                             6
 Trust Ownership                       6
 Officers and Trustees
   Compensation                         7
 Trustee Liability                     7
Investment Advisory Services            7
 Investment Adviser                    7
 Advisory Fees                         7
Shareholder Services Plan               8
Determining Net Asset Value             8
 Redemption in Kind                    9
 The Trust's Tax Status                9
Performance Information                 9
 Yield                                 9
 Effective Yield                       9
 Total Return                          9
 Performance Comparisons              10
Investment Policies
Unless indicated otherwise, the policies described below may be changed
by the 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. 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.
Settlement dates may be a month or more after entering into these
transactions, and the market values of the securities purchased may vary
from the purchase prices. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Trust
sufficient to make payment for the securities to be purchased are
segregated on the Trust's records at the trade date.  These assets are
marked to market daily and are maintained until the transaction has been
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.
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 are
      necessary for clearance of transactions.
   Issuing Senior Securities and Borrowing Money
      The Trust will not issue senior securities except that the Trust
      may borrow money in amounts up to one-third of the value of its
      total assets, including the amounts borrowed.
      The Trust will not borrow money except as a temporary,
      extraordinary, or emergency measure or to facilitate management of
      the portfolio by enabling the Trust to meet redemption requests
      when the liquidation of portfolio securities is deemed to be
      inconvenient or disadvantageous.  The Trust will not purchase any
      securities while borrowings in excess of 5% of the value of its
      total assets are outstanding.
   Pledging Assets
      The Trust will not mortgage, pledge, or hypothecate any assets
      except as necessary to secure permitted borrowings.  In those
      cases, it may pledge assets having a market value not exceeding
      the lesser of the dollar amounts borrowed or 10% of the value of
      total assets at the time of the pledge.
   Lending Cash or Securities
      The Trust will not lend any of its assets, except that it may
      purchase or hold U.S. government securities permitted by its
      investment objective, policies and limitations.
The above limitations cannot be changed without shareholder approval.
The following investment 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 Restricted Securities
      The Trust will not invest in securities subject to restrictions on
      resale under federal securities law.
   Investing in Illiquid Securities
      The Trust will not invest more than 10% of the value of its net
      assets in illiquid securities.
   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 in New Issuers
      The Trust will not invest more than 5% of the value of its total
      assets in securities of issuers which have records of less than
      three years of continuous operations, including the operation of
      any predecessor.
   Investing for Control
      The Trust will not invest in securities of a company for the
      purpose of exercising control or management.
   Investing in Issuers Whose Securities Are Owned by Officers of the
   Trust
      The Trust will not purchase or retain the securities of any issuer
      if the officers and Trustees of the Trust or its investment
      adviser owning individually more than .50 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
   Investing in Options
      The Trust will not invest in puts, calls, straddles, spreads, or
      any combination of them.
   Investing in Minerals
      The Trust will not purchase or sell interests in oil, gas, or
      other mineral exploration or development programs or leases,
      although it may purchase the securities of issuers which invest in
      or sponsor such programs.
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.
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 Board of 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 years ended November 30, 1994,
1993, and 1992, 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.
Trust for Government Cash Reserves Management
Officers and Trustees are listed with their addresses, principal
occupations, and present positions.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds.  Mr. Donahue is the father of J.
Christopher Donahue , Vice President of the Trust.

Thomas G. Bigley
28th Floor
One Oxford Center
Pittsburgh, PA  15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of the Board,
Children's Hospital of Pittsburgh; Director, Trustee or Managing
General Partner of the Funds; formerly, Senior Partner, Ernst &
Young LLP.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Trustee
President, Investment Properties Corporation; Senior Vice-President,
John R. Wood and Associates, Inc., Realtors; President, Northgate
Village Development Corporation; Partner or Trustee in private real
estate ventures in Southwest Florida; Director, Trustee, or Managing
General Partner of the Funds; formerly, President, Naples Property
Management, Inc.

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.  and
Director, Ryan Homes, Inc.

James E. Dowd
571 Hayward Mill Road
Concord, MA
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Director,
Blue Cross of Massachusetts, Inc.
Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Trustee
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; Professor of Medicine and Trustee, University of Pittsburgh;
Director of Corporate Health, University of Pittsburgh Medical Center;
Director, Trustee, or Managing General Partner of the Funds.

Edward L. Flaherty, Jr.@
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA
President and Trustee
Trustee, Federated Investors; President and/or Trustee of some of the
Funds; staff member, Federated Securities Corp. and Federated
Administrative Services.

Peter E. Madden
225 Franklin Street
Boston, MA
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer
Two Gateway Center - Suite 674
Pittsburgh, PA
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice
Chairman, Horizon Financial, F.A.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
Management Center; Director, Trustee, or Managing General Partner of the
Funds; President Emeritus, University of Pittsburgh; formerly, Chairman,
National Advisory Council for Environmental Policy and Technology.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Trustee
Public relations/marketing consultant;  Director, Trustee, or Managing
General Partner of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Vice President
President and Trustee, Federated Investors, Federated Advisers,
Federated Management, and Federated Research; President and Director,
Federated Research Corp.; President, Passport Research, Ltd.; Trustee,
Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the
Funds; Director, Trustee, or Managing General Partner of some of the
Funds. Mr. Donahue is the son of John F. Donahue, Chairman and Trustee
of the Trust.

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Vice President and Treasurer
Vice President, Treasurer, and Trustee, Federated Investors; Vice
President and Treasurer, Federated Advisers, Federated Management,
Federated Research, Federated Research Corp., and Passport Research,
Ltd.; Executive Vice President, Treasurer, and Director, Federated
Securities Corp.; Trustee, Federated Services Company and Federated
Shareholder Services; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; Vice
President and Treasurer of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Vice President, Secretary, and Trustee, Federated Advisers,
Federated Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport Research, Ltd.;
Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive Vice President and
Director, Federated Securities Corp.; Vice President and Secretary of
the Funds.

     * This Trustee is deemed to be an "interested person" as defined
        in the Investment Company Act of 1940, as amended.
     @ Member of the Executive Committee.  The Executive Committee of
        the Board of Trustees handles the responsibilities of the Board
        of Trustees between meetings of the Board.
     
The Funds
As referred to in the list of Trustees and Officers, "Funds" includes
the following investment companies:
American  Leaders  Fund, Inc.; Annuity Management Series;  Arrow  Funds;
Automated  Government  Money Trust; Cash Trust  Series  II;  Cash  Trust
Series,  Inc.; DG Investor Series; Edward D. Jones & Co. Daily  Passport
Cash   Trust;  Federated  ARMs  Fund;  Federated  Exchange  Fund,  Ltd.;
Federated  GNMA  Trust;  Federated Government  Trust;  Federated  Growth
Trust;  Federated  High Yield Trust; Federated Income Securities  Trust;
Federated  Income Trust; Federated Index Trust; Federated  Institutional
Trust;  Federated Intermediate Government Trust; Federated Master Trust;
Federated  Short-Intermediate Government  Trust;   Federated  Short-Term
U.S.  Government Trust; Federated Stock Trust; Federated Tax-Free Trust;
Federated U.S. Government Bond Fund; First Priority Funds; Fixed  Income
Securities,  Inc.; Fortress Adjustable Rate U.S. Government Fund,  Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;  Fund
for  U.S.  Government  Securities, Inc.; Government  Income  Securities,
Inc.;  High  Yield  Cash  Trust;  Insight  Institutional  Series,  Inc.;
Insurance Management Series; Intermediate Municipal Trust; International
Series,  Inc.;  Investment Series Funds, Inc.; Investment Series  Trust;
Liberty  Equity Income Fund, Inc.; Liberty High Income Bond Fund,  Inc.;
Liberty  Municipal Securities Fund, Inc.; Liberty U.S. Government  Money
Market  Trust;  Liberty Term Trust, Inc. - 1999; Liberty  Utility  Fund,
Inc.; Liquid Cash Trust; Managed Series Trust; The Medalist Funds: Money
Market  Management, Inc.; Money Market Obligations Trust;  Money  Market
Trust;  Municipal Securities Income Trust; 111 Corcoran Funds; Peachtree
Funds;  The  Planters  Funds; Portage Funds; RIMCO Monument  Funds;  The
Shawmut  Funds;  Short-Term Municipal Trust; Star Funds;  The  Starburst
Funds;  The  Starburst  Funds II; Stock and Bond  Fund,  Inc.;  Sunburst
Funds;  Targeted  Duration Trust; Tax-Free Instruments Trust;  Trademark
Funds;  Trust  for  Financial Institutions; Trust  For  Government  Cash
Reserves;  Trust  for Short-Term U.S. Government Securities;  Trust  for
U.S. Treasury Obligations; World Investment Series, Inc.
Trust Ownership
Officers and Trustees own less than 1% of the Trust's outstanding
shares.
As of January 10, 1995, the following shareholders owned 5% or more of
the outstanding shares of the Trust:
The Fidelity Bank, Philadelphia, Pennsylvania, owned approximately
90,732,092 shares (8.75%); First American Trust Company, Santa Ana,
California, owned approximately 73,932,777 shares (7.13%); Eastern Bank
& Trust Company, Salem, Massachusetts, owned approximately 52,972,747
shares (5.11%).
Officers and Trustees Compensation
NAME ,                     AGGREGATE               TOTAL COMPENSATION
PAID
POSITION WITH              COMPENSATION FROM       TO TRUSTEES  FROM
TRUST                      TRUST                   TRUST AND FUND
COMPLEX
John F. Donahue,              $ -0-                   $ -0- for the
Trust and
Chairman and Trustee                                  69 investment
companies
Thomas G. Bigley,             $ 509.00                $ 24,991 for the
Trust and
Trustee                                               50 investment
companies
John T. Conroy, Jr.,          $ 2,204.75              $ 136,100 for the
Trust and
Trustee                                               65 investment
companies
William J. Copeland,          $ 2,204.75              $ 136,100 for the
Trust and
Trustee                                               65 investment
companies  $
James E. Dowd,                $ 2,204.75              $ 136,100 for the
Trust and
Trustee                                               65 investment
companies
Lawrence D. Ellis, M.D.,      $ 1,997.50              $ 123,600 for the
Trust and
Trustee                                               65 investment
companies
Edward L. Flaherty, Jr.,      $ 2,204.75              $ 136,100 for the
Trust and
Trustee                                               65 investment
companies
Glen R. Johnson,              $ -0-                   $ -0- for the
Trust and
President and Trustee                                 9 investment
companies
Peter E. Madden,              $ 1,692.50              $ 104,880 for the
Trust and
Trustee                                               65 investment
companies
Gregor F. Meyer,              $ 1,997.50              $ 123,600 for the
Trust and
Trustee                                               65 investment
companies
Wesley W. Posvar,             $ 1,997.50              $ 123,600 for the
Trust and
Trustee                                               65 investment
companies
Marjorie P. Smuts,            $ 1,997.50              $ 123,600 for the
Trust and
Trustee                                               65 investment
companies
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 November 30, 1994, 1993, and 1992, the
adviser earned $3,977,036, $4,366,904, and $4,670,053, respectively, of
which $949,081, $357,710, and $280,690 respectively, was voluntarily
waived.
   State Expense Limitations
      The adviser has undertaken to comply with the expense limitations
      established by certain states for investment companies whose
      shares are registered for sale in those states.  If the Trust's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1-1/2% per year of the remaining
      average net assets, the adviser will reimburse the Trust for its
      expenses over the limitation.
      If the Trust's monthly projected operating expenses exceed this
      limitation, the investment advisory fee paid will be reduced by
      the amount of the excess, subject to an annual adjustment.  If the
      expense limitation is exceeded, the amount to be reimbursed by the
      adviser will be limited, in any single fiscal year, by the amount
      of the investment advisory fees.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
Trust Administration
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust for a fee as
described in the prospectus.  Prior to March 1, 1994, Federated
Administrative Services, Inc., also a subsidiary of Federated Investors,
served as the Trust's administrator.  (For purposes of this Statement of
Additional Information, Federated Administrative Services and Federated
Administrative Services, Inc. may hereinafter collectively be referred
to as the "Administrators".)  For the fiscal years ended November 30,
1994, 1993, and 1992, the Administrators earned $706,623, $554,513, and
$484,781, respectively.  Dr. Henry J. Gailliot, an officer of Federated
Research, the adviser to the Trust, holds approximately 20% of the
outstanding  common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated Shareholder
Services and Financial Institutions 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 balance; answering routine client
inquiries; and assisting clients in changing dividend options, account
designations, and addresses.  By adopting the Shareholder Services Plan,
the Board of Trustees expects 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 period ending November 30, 1994, payments in
the amount of $371,377 were made pursuant to the Shareholder Services
Plan, all of which was paid to financial institutions.
Custodian and Portfolio Recordkeeper.   State Street Bank and Trust
Company, Boston, MA is custodian for the securities and cash of the
Trust.  It also provides certain accounting and recordkeeping services
with respect to the Trust's portfolio investments.
Transfer Agent.  As transfer agent, Federated Services Company maintains
all necessary shareholder records.  For its services, the transfer agent
receives a fee based on the number of shareholder accounts.
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 of 1% 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.
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.
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 Trust calculates its yield 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 November 30, 1994, was
5.05%.
Effective Yield
The Trust calculates its effective yield 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 November 30,
1994, was 5.18%.
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.
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.
   -  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.
   -  Salomon 30-day Treasury Bill Index is a weekly quote of the most
      representative yields for selected securities, issued by the U.S.
      Treasury, maturing in 30 days.
   -  Discount Corporation of New York 30-Day Federal Agencies is a
      weekly quote of the average daily offering price for selected
      federal agency issues maturing in 30 days.


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