CASH TRUST SERIES
485BPOS, 1996-09-27
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                                   1933 Act File No. 33-29838
                                   1940 Act File No. 811-5843

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        X
                                                            --- --

   Pre-Effective Amendment No.   .................

   Post-Effective Amendment No.   15   ...........        X
                                --  --                 --- --

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X
                                                                 --- --

   Amendment No.     13    .......................        X
                  ---  ---                             --- --

                          CASH TRUST SERIES, INC.

            (Exact Name of Registrant as Specified in Charter)

      Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                 (Address of Principal Executive Offices)

                              (412) 288-1900
                      (Registrant's Telephone Number)

                        John W. McGonigle, Esquire,
                        Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
 X  on September 30, 1996 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii)
    on                   pursuant to paragraph (a)(ii) of Rule 485.
       -----------------

If appropriate, check the following box:

    This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.



Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:

 X  filed the Notice required by that Rule on July 15, 1996; or
    intends to file the Notice required by that Rule on or about
               ; or
   ------------
    during the most recent fiscal year did not sell any securities pursuant
 to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.

                                Copies to:

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


                           CROSS-REFERENCE SHEET

     This Amendment to the Registration Statement of CASH TRUST SERIES,
INC. (formerly Cash Trust Series), which is comprised of four portfolios:
(1) Government Cash Series; (2) Municipal Cash Series: (3) Prime Cash
Series; and (4) Treasury Cash Series, is comprised of the following:


PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1-4) Cover Page.

Item 2.   Synopsis.................(1-4) Summary of Fund Expenses.
Item 3.   Condensed Financial
          Information..............(1-4) Performance Information; (1-4)
                                   Financial Highlights.

Item 4.   General Description of
          Registrant...............(1-4) General Information; (1-4)
                                   Investment Information; (1-4) Investment
                                   Objective; (1-4) Investment Policies;
                                   (1-4) Investment Limitations; (2)
                                   Municipal Securities; (2,3) Investment
                                   Risks.
Item 5.   Management of the Fund...(1-4) Fund Information; (1-4) Management
                                   of the Fund; (1-4) Distribution of
                                   Shares; (1-4) Administration of the
                                   Fund.

Item 6.   Capital Stock and Other
          Securities...............(1-4) Account and Share Information; (1-
                                   4) Tax Information; (1-4) Federal Income
                                   Tax; (1-4) State and Local Taxes.

Item 7.   Purchase of Securities Being
          Offered..................(1-4) Net Asset Value; (1-4) How to
                                   Purchase Shares; (1-4) Special Purchase
                                   Features.

Item 8.   Redemption or Repurchase.(1-4) How to Redeem Shares; (1-4)
                                   Special Redemption Features.

Item 9.   Pending Legal Proceedings     None.


PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION:

Item 10.  Cover Page...............(1-4) Cover Page.

Item 11.  Table of Contents........(1-4) Table of Contents.

Item 12.  General Information and
          History..................(1-4) About Federated Investors.

Item 13.  Investment Objectives and
          Policies.................(1-4) Investment Policies; (1-4)
                                   Investment Limitations.

Item 14.  Management of the Fund...(1-4) Cash Trust Series, Inc.
                                   Management.

Item 15.  Control Persons and Principal
          Holders of Securities....Not Applicable.

Item 16.  Investment Advisory and Other
          Services.................(1-4) Investment Advisory Services; (1-
                                   4) Other Services.

Item 17.  Brokerage Allocation.....(1-4) Brokerage Transactions.

Item 18.  Capital Stock and Other
          Securities...............Not Applicable.

Item 19.  Purchase, Redemption and
          Pricing of Securities
          Being Offered............(1-4) Determining Net Asset Value; (1-4)
                                   Redemption in Kind.

Item 20.  Tax Status...............(1-4) The Fund's Tax Status.

Item 21.  Underwriters.............(1-4) Distribution Plan and Shareholder
                                   Services Agreement.

Item 22.  Calculation of Performance
          Data.....................(1-4) Performance Comparisons.

Item 23.  Financial Statements.....Incorporated by reference to the Annual
                                   Reports to Shareholders of the Funds
                                   dated May 31, 1996 (File Nos. 33-29838
                                   and 811-5843).

This amendment to the Registration Statement hereby incorporates by
reference, pursuant to Rule 411 under the Securities Act of 1933, Part A of
Post-Effective Amendment No. 14 filed September 25, 1996 in its entirety.
(File Nos. 33-29838 and 811-5843).




                            GOVERNMENT CASH SERIES
                   (A PORTFOLIO OF CASH TRUST SERIES, INC.)

                     STATEMENT OF ADDITIONAL INFORMATION
      This Statement of Additional Information should be read with the
   prospectus of Government Cash Series (the ``Fund'), a portfolio of Cash
   Trust Series, Inc. (the ``Company') dated September 30, 1996. This
   Statement is not a prospectus. You may request a copy of a prospectus
   or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-341-7400.     
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779
                     Statement dated September 30, 1996    
Federated Securities Corp. is the distributor of the Fund
and is a subsidiary of Federated Investors.
Cusip 147551204
   9080103B (9/96)     
TABLE OF CONTENTS
INVESTMENT POLICIES                  1

 Acceptable Investments              1
 When-Issued and Delayed Delivery Transactions    1
 Repurchase Agreements               1
 Reverse Repurchase Agreements       1
 Lending of Portfolio Securities     1
INVESTMENT LIMITATIONS               2

 Regulatory Compliance               3
CASH TRUST SERIES, INC. MANAGEMENT   4

 Share Ownership                     8
 Director Compensation               8
 Director Liability                  9
INVESTMENT ADVISORY SERVICES         9

 Investment Adviser                  9
 Advisory Fees                       9
BROKERAGE TRANSACTIONS               9

OTHER SERVICES                      10

 Fund Administration                10
 Custodian and Portfolio Accountant 10
 Transfer Agent                     10
 Independent Public Accountants     10
DISTRIBUTION PLAN AND
 SHAREHOLDER SERVICES AGREEMENT     10

DETERMINING NET ASSET VALUE         10

REDEMPTION IN KIND                  11

THE FUND'S TAX STATUS               11

PERFORMANCE INFORMATION             11
 Yield                              11
 Effective yield                    11
 Total Return                       12
 Performance Comparisons            12
 Economic and Market Information    12
ABOUT FEDERATED INVESTORS           12

FINANCIAL STATEMENTS                13
INVESTMENT POLICIES

   Unless indicated otherwise, the policies described below may be changed
by the Board of Directors (`the Directors'') 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 Fund 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 Fund may purchase
variable rate U.S. government securities upon the determination by the
Board of Directors 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 Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund in a dollar amount sufficient to make payment for the securities to be
purchased are: segregated on the Fund`s records at the trade date; marked
to market daily; and maintained until the transaction is settled. The Fund
does not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the total
value of its assets.
REPURCHASE AGREEMENTS
The Fund believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the
Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Fund's adviser to be creditworthy pursuant to guidelines established by the
Directors.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in
return for a percentage of the instrument's market value in cash and agrees
that on a stipulated date in the future the Fund will repurchase the
portfolio instrument by remitting the original consideration plus interest
at an agreed upon rate. The use of reverse repurchase agreements may enable
the Fund to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but does not ensure this result. However,
liquid assets of the Fund, in a dollar amount sufficient to make payment
for the securities to be purchased, are: segregated on the Fund's records
at the trade date; marked to market daily; and maintained until the
transaction is settled.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are subject
to termination at the option of the Fund or the borrower. The Fund may pay
reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker.


INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous.
The Fund will not purchase any securities while borrowings in excess of 5%
of the value of its total assets are outstanding. During the period any
reverse repurchase agreements are outstanding, the Fund will restrict the
purchase of the portfolio securities to money market instruments maturing
on or before the expiration date of the reverse repurchase agreements, but
only to the extent necessary to assure completion of the reverse repurchase
agreements.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In these cases, it may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or 10%
of the value of total assets at the time of the borrowing.
LENDING CASH OR SECURITIES
The Fund will not lend any assets, except portfolio securities. This shall
not prevent the Fund from purchasing or holding money market instruments,
including repurchase agreements and variable rate U.S. government
securities permitted by its investment objective, policies, limitations, or
Articles of Incorporation.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, including limited
partnership interests.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
CONCENTRATION OF INVESTMENTS
The Fund will not invest 25% or more of the value of its total assets in
any one industry. However, the Fund may invest 25% or more of the value of
its total assets in cash, cash items, or securities issued or guaranteed by
the government of the United States or its agencies, or instrumentalities
and repurchase agreements collateralized by such U.S. government
securities. The U.S. government is not considered to be an industry.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total assets,
the Fund will not purchase securities of any one issuer (other than cash,
cash items, or securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase
agreements collateralized by such U.S. government securities) if as a
result more than 5% of the value of its total assets would be invested in
the securities of that issuer, or if it would own more than 10% of the
outstanding voting securities of that issuer.
The above limitations cannot be changed without shareholder approval. The
following limitations, however, may be changed by the Directors without
shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest in securities subject to restrictions on resale
under federal securities law.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will not purchase securities of other investment companies, except
as part of a merger, consolidation, or other acquisition.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.
INVESTING FOR CONTROL
The Fund 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 AND DIRECTORS
The Fund will not purchase or retain the securities of any issuer if the
Officers and Directors of the Company or its investment adviser, owning
individually more than .50% of the issuer's securities, together own more
than 5% of the issuer's securities.
INVESTING IN OPTIONS
The Fund will not invest in puts, calls, straddles, spreads, or any
combination of them.
INVESTING IN MINERALS
The Fund 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.
For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits
in excess of $100,000,000 at the time of investment to be `cash items.''
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.
   REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in
the prospectus and this Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of
and regulations under the Investment Company Act of 1940. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The Fund will determine the effective
maturity of its investments according to Rule 2a-7. The Fund may change
these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.     


   
CASH TRUST SERIES, INC. MANAGEMENT

Officers and Directors are listed with their addresses, birthdates, present
positions with Cash Trust Series, Inc., and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds. .


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee,
University of Pittsburgh; Director or Trustee of the Funds.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or Trustee of the Funds.





J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Director of the Company.


James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director of the
Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine, University of Pittsburgh; Medical Director,
University of Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director
or Trustee of the Funds.


Edward L. Flaherty, Jr.@
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western
Region; Director or Trustee of the Funds.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Director
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street
Boston Corporation; Director or Trustee of the Funds.





Gregor F. Meyer
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the
Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., National Defense University, U.S. Space Foundation
and Czech Management Center; President Emeritus, University of Pittsburgh;
Founding Chairman, National Advisory Council for Environmental Policy and
Technology, Federal Emergency Management Advisory Board and Czech
Management Center; Director or Trustee of the Funds.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director
Public relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some
of the Funds; Director or Trustee of some of the Funds.





Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company; Trustee or Director of
some of the Funds; President, Executive Vice President and Treasurer of
some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President , Secretary and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Shareholder Services Company; Director, Federated
Services Company; President and Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive Vice President and
Secretary of the Funds; Treasurer of some of the Funds.


         
     *This Director is deemed to be an ``interested person'' as defined in
      the Investment Company Act of 1940.
     @Member of the Executive Committee. The Executive Committee of the
      Board of Directors handles the responsibilities of the Board between
      meetings of the Board.
As referred to in the list of Directors and Officers, `Funds'' include the
following investment companies:
   111 Corcoran Funds; Annuity Management Series; Arrow Funds; Automated
Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate
U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund,
Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated GNMA
Trust; Federated Government Income Securities, Inc.; Federated Government
Trust; Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Insurance Series; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated
Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-
Free Trust; Federated Total Return Series, Inc.; Federated U.S. Government
Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated
U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.; High
Yield Cash Trust; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty Term Trust,
Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash Trust;
Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.     


SHARE OWNERSHIP
Officers and Directors as a group own less than 1% of the Fund`s
outstanding shares.
   As of September 3, 1996, the following shareholders of record owned 5%
or more of the outstanding shares of the Fund:  Kirpet Co., Omaha, NE,
owned approximately 51,392,239 shares (8.66%); Parker & Parsley
Development, Midland, TX, owned approximately 63,839,847 shares (10.78%);
and BHC Securities, Inc., Philadelphia, PA owned approximately 81,270,964
shares (13.70%).    
DIRECTOR COMPENSATION
                         AGGREGATE
NAME ,                 COMPENSATION
POSITION WITH             FROM           TOTAL COMPENSATION PAID
CORPORATION             CORPORATION*#        FROM FUND COMPLEX +


   John F. Donahue       $0             $0 for the Fund and
Chairman and Director                   54 other investment companies in
the Fund Complex
Thomas G. Bigley++       $703.80        $86,331 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John T. Conroy, Jr.      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
William J. Copeland      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
J. Christopher Donahue   $0             $0 for the Fund and
Director                                16 other investment companies in
the Fund Complex
James E. Dowd            $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Lawrence D. Ellis        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Edward L. Flaherty, Jr.  $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Peter E. Madden          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Gregor F. Meyer          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John E. Murray, Jr.      $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Wesley W. Posvar         $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Marjorie P. Smuts        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex



    
   *Information is furnished for the fiscal year ended May 31, 1996.
#The aggregate compensation is provided for the Corporation which is
comprised of 4 portfolios.
+The information is provided for the last calendar year.
++Mr. Bigley served on 39 investment companies in the Federated Funds
Complex from January 1 through September 30, 1995. On October 1, 1995, he
was appointed a Director or Trustee on 15 additional Federated Funds.     
DIRECTOR LIABILITY
The Articles of Incorporation provide that the Directors 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 Fund's investment adviser is Federated Advisers. 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 Company, the Fund, or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties imposed upon it by
its contract with the Company.
ADVISORY FEES
   For its advisory services, Federated Advisers receives an annual
investment advisory fee as described in the prospectus. For the fiscal
years ended May 31, 1996, 1995, and 1994, the adviser earned $2,411,464,
$2,041,481, and $2,214,398, respectively, of which $234,663, $311,977, and
$401,216, respectively, were 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 Fund's normal
     operating expenses (including the investment advisory fee, but not
     including brokerage commissions, interest, taxes, and extraordinary
     expenses) exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average net assets,
     and 1-1/2% per year of the remaining average net assets, the adviser
     will reimburse the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the adviser
     will be limited, in any single fiscal year, by the amount of the
     investment advisory fees.
     This arrangement is not part of the advisory contract and may be
     amended or rescinded in the future.
   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
Directors. The adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly to the Fund
or to the adviser and may include: advice as to the advisability of
investing in securities; security analysis and reports; economic studies;
industry studies; receipt of quotations for portfolio evaluations; and
similar services. Research services provided by brokers and dealers may be
used by the adviser or its affiliates in advising the Fund 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 May 31, 1996, 1995, and
1994, the Fund paid no brokerage commissions.     
   Although investment decisions for the Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
the Fund may make may also be made by those other accounts. When the Fund
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 Fund or
the size of the position obtained or disposed of by the Fund. In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.     
   OTHER SERVICES    

   FUND ADMINISTRATION    
   Federated Services Company, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. From March 1, 1994, to March 1, 1996,
Federated Administrative Services served as the Fund's Administrator. Prior
to March 1, 1994, Federated Administrative Services, Inc. served as the
Fund's Administrator. Both former Administrators are subsidiaries of
Federated Investors. For purposes of this Statement of Additional
Information, Federated Services Company, Federated Administrative Services,
and Federated Administrative Services, Inc. may hereinafter collectively be
referred to as the `Administrators.'' For the fiscal years ended May 31,
1996, 1995, and 1994, the Administrators earned $364,861, $309,080, and
$400,965, respectively.     
   CUSTODIAN AND PORTFOLIO ACCOUNTANT    
State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Fund's portfolio investments. The fee paid for this service is based
upon the level of the Fund's average net assets for the period plus out-of-
pocket expenses. 
TRANSFER AGENT
   Federated Services Company, through its registered transfer agent,
Federated Shareholder Services Company, maintains all necessary shareholder
records. For its services, the transfer agent receives a fee based on the
size, type, and number of accounts and transactions made by shareholders.
    
   INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Deloitte & Touche LLP,
Pittsburgh, PA.     
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services, to stimulate
distribution activities and to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Fund will
be able to achieve a more predictable flow of cash for investment purposes
and to meet redemptions. This will facilitate more efficient portfolio
management and assist the Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served by the Fund's
objectives, and properly servicing these accounts, it may be possible to
curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail; (3)
enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
   For the fiscal year ended May 31, 1996, payments in the amount of
$1,688,025 were made pursuant to the Distribution Plan, of which $1,205,732
was voluntarily waived and $482,293 was paid to financial institutions. In
addition, for this period, the Fund paid Shareholder Services fees in the
amount of $1,205,732.     
DETERMINING NET ASSET VALUE

The Directors 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 Fund computed by dividing the annualized daily income on the Fund'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 Fund'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 Directors 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
Fund'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
Directors 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 Directors
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 Fund is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Fund'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 Directors determine that further payments should be in
kind. In such cases, the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the same way as the Fund
determines net asset value. The portfolio instruments will be selected in a
manner that the Directors 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 FUND'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Fund must, among other requirements:  derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its
net income earned during the year.
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 Fund, the performance will be reduced for those
shareholders paying those fees.
YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the `base period.'' This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
   The Fund's yield for the seven-day period ended May 31, 1996, was
4.34%.    
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to
the 365/7th power; and subtracting 1 from the result.
   The Fund's effective yield for the seven-day period ended May 31, 1996,
was 4.43%.    


TOTAL RETURN
Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period
by the net asset value per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the
period by any additional shares, assuming the monthly reinvestment of all
dividends and distributions.
   The Fund's average annual total returns for the one-year period and
five-year period ended May 31, 1996, and for the period from August 23,
1989, (date of initial public investment) through May 31, 1996 were 4.85%,
3.71%, and 4.69%, respectively.     
PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors should consider all relevant factors such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Fund
uses in advertising may include:
     OLIPPER 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.
     oDONOGHUE'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.
     oMONEY, a monthly magazine, regularly ranks money market funds in
      various categories based on the latest available seven-day effective
      yield.
   Advertising and other promotional literature may include charts, graphs,
and other illustrations using the Fund's returns, or returns in general,
that demonstrate basic investment concepts such as tax-deferred
compounding, dollar-cost averaging, and systematic investment. In addition,
the Fund can compare its performance, or performance for the types of
securities in which it invests, to a variety of other investments, such as
bank savings accounts, certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial, and political developments and their effect on the
securities market. Such discussions may take the form of commentary on
these developments by Fund portfolio managers and their views and analysis
on how such developments could affect the Fund. In addition, advertising
and sales literature may quote statistics and give general information
about the mutual fund industry, including the growth of the industry, from
sources such as the Investment Company Institute.     
ABOUT FEDERATED INVESTORS

   Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward,
and consistent. This has resulted in a history of competitive performance
with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.     
   The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors. These traders
handle trillions of dollars in annual trading volume.     
   In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market
fund shares. Other innovations include the first institutional tax-free
money market fund. As of December 31, 1995, Federated Investors managed
more than $40.2 billion in assets across approximately 47 money market
funds, including 17 government, 10 prime, and 20 municipal with assets
approximating $20.9 billion, $11.5 billion and $7.8 billion, respectively.
    
   J. Thomas Madden, Executive Vice President, oversees Federated
Investors' equity and high yield corporate bond management while William D.
Dawson, Executive Vice President, oversees Federated Investors' domestic
fixed income management. Henry A. Frantzen, Executive Vice President,
oversees the management of Federated Investors' international portfolios.
    
MUTUAL FUND MARKET
   Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $3 trillion to the more than 5,500 funds
available.*     
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:
   INSTITUTIONAL CLIENTS    
   Federated Investors meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual
funds for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisers. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.     
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than
1,500 banks and trust organizations. Virtually all of the trust divisions
of the top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
   Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. Federated's service to
financial professionals and institutions has earned it high rankings in
DALBAR surveys. The marketing effort to these firms is headed by James F.
Getz, President, Broker/Dealer Division.     
FINANCIAL STATEMENTS

   The financial statements for Government Cash Series for the fiscal year
ended May 31, 1996, are incorporated herein by reference to the Annual
Report to Shareholders of Government Cash Series dated May 31, 1996.     





*Source: Investment Company Institute





                            MUNICIPAL CASH SERIES
                   (A PORTFOLIO OF CASH TRUST SERIES, INC.)

                     STATEMENT OF ADDITIONAL INFORMATION
      This Statement of Additional Information should be read with the
   prospectus of Municipal Cash Series (the ``Fund'), a portfolio of Cash
   Trust Series, Inc. (the ``Company') dated September 30, 1996. This
   Statement is not a prospectus. You may request a copy of a prospectus
   or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-341-7400.     
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779
                     Statement dated September 30, 1996    
Federated Securities Corp. is the distributor of the Fund
and is a subsidiary of Federated Investors.
Cusip 147551303
   9080102B (9/96)     
TABLE OF CONTENTS
INVESTMENT POLICIES                            1

 Acceptable Investments                        1
 Participation Interests                       1
 Municipal leases                              1
 Ratings                                       1
 When-Issued and Delayed Delivery Transaction  1
 Repurchase Agreements                         2
 Reverse Repurchase Agreements                 2
 Credit Enhancement                            2
INVESTMENT LIMITATIONS                         2

 Regulatory Compliance                         4
CASH TRUST SERIES, INC. MANAGEMENT             5

 Share Ownership                               9
 Director Compensation                         9
 Director Liability                           10
INVESTMENT ADVISORY SERVICES                  10

 Investment Adviser                           10
 Advisory Fees                                10
BROKERAGE TRANSACTIONS                        10

OTHER SERVICES                                11

 Fund Administration                          11
 Custodian and Portfolio Accountant           11
 Transfer Agent                               11
 Independent Public accountants               11
DISTRIBUTION PLAN AND
SHAREHOLDER SERVICES AGREEMENT                11

DETERMINING NET ASSET VALUE                   12
REDEMPTION IN KIND                            12

THE FUND'S TAX STATUS                         12

PERFORMANCE INFORMATION                       12

 Yield                                        12
 Effective Yield                              13
 Tax-Equivalent Yield                         13
 Tax-Equivalency Table                        13
 Total Return                                 14
 Performance Comparisons                      14
 Economic and Market Information              14
ABOUT FEDERATED INVESTORS                     14

FINANCIAL STATEMENTS                          15

APPENDIX                                      16
INVESTMENT POLICIES

   Unless indicated otherwise, the policies described below may be changed
by the Board of Directors (`the Directors'') without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.     
ACCEPTABLE INVESTMENTS
When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or
any guarantor of either the security or any demand feature.
PARTICIPATION INTERESTS
The financial institutions from which the Fund purchases participation
interests frequently provide or secure from another financial institution
irrevocable letters of credit or guarantees and give the Fund the right to
demand payment of the principal amounts of the participation interests plus
accrued interest on short notice (usually within seven days). The municipal
securities subject to the participation interests are not limited to the
Fund's maximum maturity requirements so long as the participation interests
include the right to demand payment from the issuers of those interests. By
purchasing these participation interests, the Fund is buying a security
meeting the maturity and quality requirements of the Fund and also is
receiving the tax-free benefits of the underlying securities.
MUNICIPAL LEASES
The Fund may purchase municipal securities in the form of participation
interests that represent an undivided proportional interest in lease
payments by a governmental or nonprofit entity. The lease payments and
other rights under the lease provide for and secure payments on the
certificates. Lease obligations may be limited by municipal charter or the
nature of the appropriation for the lease. Furthermore, a lease may provide
that the participants cannot accelerate lease obligations upon default. The
participants would only be able to enforce lease payments as they became
due. In the event of a default or failure of appropriation, unless the
participation interests are credit enhanced, it is unlikely that the
participants would be able to obtain an acceptable substitute source of
payment.
In determining the liquidity of municipal lease securities, the investment
adviser, under the authority delegated by the Directors, will base its
determination on the following factors: whether the lease can be terminated
by the lessee; the potential recovery, if any, from a sale of the leased
property upon termination of the lease; the lessee's general credit
strength (e.g., its debt, administrative, economic and financial
characteristics and prospects); the likelihood that the lessee will
discontinue appropriating funding for the leased property because the
property is no longer deemed essential to its operations (e.g., the
potential for an `event of non-appropriation''); and any credit
enhancement or legal recourse provided upon an event of non-appropriation
or other termination of the lease.
   RATINGS
The securities in which the Fund invests must be rated in one of the two
highest short-term rating categories by one or more nationally recognized
statistical rating organizations (`NRSROs'') or be of comparable quality
to securities having such ratings. An NRSRO's two highest rating categories
are determined without regard for sub-categories and gradations. For
example, securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings
Group (`S&P''), MIG-1 or MIG-2 by Moody's Investors Service, Inc.
(`Moody's''), or F-1+, F-1, or F-2 by Fitch Investors Service, Inc.
(`Fitch'') are all considered rated in one of the two highest short-term
rating categories. The Fund will follow applicable regulations in
determining whether a security rated by more than one NRSRO can be treated
as being in one of the two highest short-term rating categories; currently,
such securities must be rated by two NRSROs in one of their two highest
rating categories. See `Regulatory Compliance.''     
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund in a dollar amount sufficient to make payment for the securities to be
purchased are: segregated on the Fund`s records at the trade date; marked
to market daily; and maintained until the transaction is settled. The Fund
does not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the total
value of its assets.


REPURCHASE AGREEMENTS
Certain securities in which the Fund invests may be purchased pursuant to
repurchase agreements. Repurchase agreements are arrangements in which
banks, broker/dealers, and other recognized financial institutions sell
securities to the Fund and agree at the time of sale to repurchase them at
a mutually agreed upon time and price. To the extent that the seller does
not repurchase the securities from the Fund, the Fund could receive less
than the repurchase price on any sale of such securities. The Fund or its
custodian will take possession of the securities subject to repurchase
agreements, and these securities will be marked to market daily. In the
event that a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending court
action. The Fund believes that under the regular procedures normally in
effect for custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the
Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Fund's adviser to be creditworthy pursuant to guidelines established by the
Directors.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in
return for a percentage of the instrument's market value in cash and agrees
that on a stipulated date in the future the Fund will repurchase the
portfolio instrument by remitting the original consideration plus interest
at an agreed upon rate. The use of reverse repurchase agreements may enable
the Fund to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but does not ensure this result. However,
liquid assets of the Fund, in a dollar amount sufficient to make payment
for the securities to be purchased, are: segregated on the Fund's records
at the trade date; marked to market daily; and maintained until the
transaction is settled.
   CREDIT ENHANCEMENT
The Fund typically evaluates the credit quality and ratings of credit-
enhanced securities based upon the financial condition and ratings of the
party providing the credit enhancement (the `credit enhancer''), rather
than the issuer. However, credit-enhanced securities will not be treated as
having been issued by the credit enhancer for diversification purposes,
unless the Fund has invested more than 10% of its assets in securities
issued, guaranteed or otherwise credit enhanced by the credit enhancer, in
which case the securities will be treated as having been issued by both the
issuer and the credit enhancer.
The Fund may have more than 25% of its total assets invested in securities
credit enhanced by banks.     
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amount borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while borrowings in excess of 5% of the value
of its total assets are outstanding. During the period any reverse
repurchase agreements are outstanding, the Fund will restrict the purchase
of portfolio securities to money market instruments maturing on or before
the expiration date of the reverse repurchase agreements, but only to the
extent necessary to assure completion of the reverse repurchase agreements.
PLEDGING ASSETS
The Fund 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 borrowing.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may acquire
publicly or non-publicly issued municipal securities or temporary
investments or enter into repurchase agreements, in accordance with its
investment objective, policies, limitations or Articles of Incorporation.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate, although it may invest in
municipal securities of issuers whose business involves the purchase or
sale of real estate or in securities which are secured by real estate or
interests in real estate.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
CONCENTRATION OF INVESTMENTS
The Fund will not purchase securities if, as a result of such purchase, 25%
or more of the value of its total assets would be invested in any one
industry or in industrial development bonds or other securities, the
interest upon which is paid from revenues of similar types of projects.
However, the Fund may invest as temporary investments 25% or more of the
value of its assets in cash or cash items, securities issued or guaranteed
by the U.S. government, its agencies, or instrumentalities, or instruments
secured by these money market instruments, such as repurchase agreements.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of its assets, the Fund will not
invest more than 10% of its total assets in the securities of any one
issuer.
Under this limitation, each government subdivision, including states and
the District of Columbia, territories, possessions of the United States, or
their political subdivisions, agencies, authorities, instrumentalities, or
similar entities, will be considered a separate issuer if its assets and
revenues are separate from those of the governmental body creating it and
the security is backed only by its own assets and revenues.
Industrial development bonds backed only by the assets and revenues of a
nongovernmental user, are considered to be issued solely by that user. If
in the case of an industrial development bond or governmental-issued
security, a governmental or some other entity guarantees the security, such
guarantee would be considered a separate security issued by the guarantor
as well as the other issuer, subject to limited exclusions allowed by the
Investment Company Act of 1940.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
securities subject to restrictions on resale under the Securities Act of
1933.
The above limitations cannot be changed without shareholder approval. The
following limitations, however, may be changed by the Directors without
shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will not purchase securities of other investment companies, except
as part of a merger, consolidation, or other acquisition.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total assets in
securities of issuers (including companies responsible for paying principal
and interest on industrial development bonds) which have records of less
than three years of continuous operations, including the operation of any
predecessor.
INVESTING FOR CONTROL
The Fund 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 AND DIRECTORS
The Fund will not purchase or retain the securities of any issuer if the
Officers and Directors of the Company or its investment adviser, owning
individually more than .50% of the issuer's securities, together own more
than 5% of the issuer's securities.
INVESTING IN OPTIONS
The Fund will not invest in puts, calls, straddles, spreads, or any
combination of them.
INVESTING IN MINERALS
The Fund 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.
For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits
in excess of $100,000,000 at the time of investment to be `cash items.''
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.
   REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in
the prospectus and this Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of
and regulations under the Investment Company Act of 1940. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The Fund will determine the effective
maturity of its investments , as well as its ability to consider a security
as having received the requisite short-term ratings by NRSROs, according to
Rule 2a-7. The Fund may change these operational policies to reflect
changes in the laws and regulations without the approval of its
shareholders.     


   
CASH TRUST SERIES, INC. MANAGEMENT

Officers and Directors are listed with their addresses, birthdates, present
positions with Cash Trust Series, Inc., and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds. .


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee,
University of Pittsburgh; Director or Trustee of the Funds.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or Trustee of the Funds.



J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Director of the Company.


James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director of the
Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine, University of Pittsburgh; Medical Director,
University of Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director
or Trustee of the Funds.


Edward L. Flaherty, Jr.@
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western
Region; Director or Trustee of the Funds.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Director
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street
Boston Corporation; Director or Trustee of the Funds.
Gregor F. Meyer
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the
Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., National Defense University, U.S. Space Foundation
and Czech Management Center; President Emeritus, University of Pittsburgh;
Founding Chairman, National Advisory Council for Environmental Policy and
Technology, Federal Emergency Management Advisory Board and Czech
Management Center; Director or Trustee of the Funds.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director
Public relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some
of the Funds; Director or Trustee of some of the Funds.





Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company; Trustee or Director of
some of the Funds; President, Executive Vice President and Treasurer of
some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President , Secretary and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Shareholder Services Company; Director, Federated
Services Company; President and Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive Vice President and
Secretary of the Funds; Treasurer of some of the Funds.


         
     *This Director is deemed to be an ``interested person'' as defined in
      the Investment Company Act of 1940.
     @Member of the Executive Committee. The Executive Committee of the
      Board of Directors handles the responsibilities of the Board between
      meetings of the Board.
As referred to in the list of Directors and Officers, `Funds'' include the
following investment companies:
   111 Corcoran Funds; Annuity Management Series; Arrow Funds; Automated
Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate
U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund,
Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated GNMA
Trust; Federated Government Income Securities, Inc.; Federated Government
Trust; Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Insurance Series; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated
Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-
Free Trust; Federated Total Return Series, Inc.; Federated U.S. Government
Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated
U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.; High
Yield Cash Trust; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty Term Trust,
Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash Trust;
Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.     


SHARE OWNERSHIP
Officers and Directors as a group own less than 1% of the Fund`s
outstanding shares.
   As of September 3, 1996, the following shareholders of record owned 5%
or more of the outstanding shares of the Fund:  BHC Securities, Inc.,
Philadelphia, PA, owned approximately 32,958,697 shares (6.08%) and
McDonald & Co. Securities, Inc., Cincinnati, OH, owned approximately
179,127,239 shares (33.09%).    
DIRECTOR COMPENSATION
                         AGGREGATE
NAME ,                 COMPENSATION
POSITION WITH             FROM           TOTAL COMPENSATION PAID
CORPORATION             CORPORATION*#        FROM FUND COMPLEX +


   John F. Donahue       $0             $0 for the Fund and
Chairman and Director                   54 other investment companies in
the Fund Complex
Thomas G. Bigley++       $703.80        $86,331 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John T. Conroy, Jr.      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
William J. Copeland      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
J. Christopher Donahue   $0             $0 for the Fund and
Director                                16 other investment companies in
the Fund Complex
James E. Dowd            $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Lawrence D. Ellis        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Edward L. Flaherty, Jr.  $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Peter E. Madden          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Gregor F. Meyer          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John E. Murray, Jr.      $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Wesley W. Posvar         $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Marjorie P. Smuts        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex


*Information is furnished for the fiscal year ended May 31, 1996.
#The aggregate compensation is provided for the Corporation which is
comprised of 4 portfolios.
+The information is provided for the last calendar year.
++Mr. Bigley served on 39 investment companies in the Federated Funds
Complex from January 1 through September 30, 1995. On October 1, 1995, he
was appointed a Director or Trustee on 15 additional Federated Funds.     
DIRECTOR LIABILITY
The Articles of Incorporation provide that the Directors 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 Fund's investment adviser is Federated Advisers. 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 Company, the Fund, or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties imposed upon it by
its contract with the Company.
ADVISORY FEES
   For its advisory services, Federated Advisers receives an annual
investment advisory fee as described in the prospectus. For the fiscal
years ended May 31, 1996, 1995, and 1994, the adviser earned $2,478,141,
$2,619,462, and $2,737,684, respectively, of which $390,103, $264,144, and
$315,012, respectively, were 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 Fund's normal
     operating expenses (including the investment advisory fee, but not
     including brokerage commissions, interest, taxes, and extraordinary
     expenses) exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average net assets,
     and 1-1/2% per year of the remaining average net assets, the adviser
     will reimburse the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the adviser
     will be limited, in any single fiscal year, by the amount of the
     investment advisory fees.
     This arrangement is not part of the advisory contract and may be
     amended or rescinded in the future.
   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
Directors. The adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly to the Fund
or to the adviser and may include: advice as to the advisability of
investing in securities; security analysis and reports; economic studies;
industry studies; receipt of quotations for portfolio evaluations; and
similar services. Research services provided by brokers and dealers may be
used by the adviser or its affiliates in advising the Fund 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 May 31, 1996, 1995, and
1994, the Fund paid no brokerage commissions.     
   Although investment decisions for the Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
the Fund may make may also be made by those other accounts. When the Fund
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 Fund or
the size of the position obtained or disposed of by the Fund. In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.     
   OTHER SERVICES    

   FUND ADMINISTRATION    
   Federated Services Company, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. From March 1, 1994, to March 1, 1996,
Federated Administrative Services served as the Fund's Administrator. Prior
to March 1, 1994, Federated Administrative Services, Inc. served as the
Fund's Administrator. Both former Administrators are subsidiaries of
Federated Investors. For purposes of this Statement of Additional
Information, Federated Services Company, Federated Administrative Services,
and Federated Administrative Services, Inc. may hereinafter collectively be
referred to as the `Administrators.'' For the fiscal years ended May 31,
1996, 1995, and 1994, the Administrators earned $374,937, $396,587, and
$441,902, respectively.     
CUSTODIAN AND PORTFOLIO ACCOUNTANT
   State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Fund's portfolio investments. The fee paid for this service is based
upon the level of the Fund's average net assets for the period plus out-of-
pocket expenses.     
TRANSFER AGENT
   Federated Services Company, through its registered transfer agent,
Federated Shareholder Services Company, maintains all necessary shareholder
records. For its services, the transfer agent receives a fee based on the
size, type, and number of accounts and transactions made by shareholders.
    
   INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Deloitte & Touche LLP,
Pittsburgh, PA.     
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services, to stimulate
distribution activities and to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Fund will
be able to achieve a more predictable flow of cash for investment purposes
and to meet redemptions. This will facilitate more efficient portfolio
management and assist the Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served by the Fund's
objectives, and properly servicing these accounts, it may be possible to
curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail; (3)
enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
   For the fiscal year ended May 31, 1996, payments in the amount of
$1,734,698 were made pursuant to the Distribution Plan, of which $1,239,070
was voluntarily waived and $495,628 was paid to financial institutions. In
addition, for this period, the Fund paid Shareholder Services fees in the
amount of $1,239,070.     


DETERMINING NET ASSET VALUE

The Directors 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 Fund computed by dividing the annualized daily income on the Fund'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 Fund'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 Directors 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
Fund'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
Directors 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 Directors
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 Fund is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Fund'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 Directors determine that further payments should be in
kind. In such cases, the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the same way as the Fund
determines net asset value. The portfolio instruments will be selected in a
manner that the Directors 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 FUND'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Fund must, among other requirements:  derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its
net income earned during the year.
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 Fund, the performance will be reduced for those
shareholders paying those fees.
YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the `base period.'' This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
   The Fund's yield for the seven-day period ended May 31, 1996, was
2.92%.    
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to
the 365/7th power; and subtracting 1 from the result.
   The Fund's effective yield for the seven-day period ended May 31, 1996,
was 2.97%.    
TAX-EQUIVALENT YIELD
The tax-equivalent yield of the Fund is calculated similarly to the yield
but is adjusted to reflect the taxable yield that the Fund would have had
to earn to equal its actual yield, assuming 39.60% tax rate (the maximum
effective federal rate for individuals) and assuming that the income is
100% tax exempt.
   The Fund's tax-equivalent yield for the seven-day period ended May 31,
1996, was 4.83%.    
TAX-EQUIVALENCY TABLE
A tax-equivalency table may be used in advertising and sales literature.
The interest earned by the municipal securities in the Fund's portfolio
generally remains free from federal regular income tax,* and is often free
from state and local taxes as well. As the table below indicates, a `tax-
free''investment can be an attractive choice for investors, particularly
in times of narrow spreads between tax-free and taxable yields.
                        TAXABLE YIELD EQUIVALENT FOR 1996
                              MULTISTATE MUNICIPAL FUNDS

    FEDERAL INCOME TAX BRACKET:
              15.00%  28.00%     31.00%      36.00%     39.60%


    JOINT        $1- $40,101-   $96,901-   $147,701-     OVER
    RETURN    40,100  96,900    147,700     263,750    $263,750

    SINGLE       $1- $24,001-   $58,151-   $121,301-     OVER
    RETURN    24,000  58,150    121,300     263,750    $263,750


Tax-Exempt
Yield                    Taxable Yield Equivalent


     1.00%     1.18%    1.39%     1.45%      1.56%       1.66%
     1.50%     1.76%    2.08%     2.17%      2.34%       2.48%
     2.00%     2.35%    2.78%     2.90%      3.13%       3.31%
     2.50%     2.94%    3.47%     3.62%      3.91%       4.14%
     3.00%     3.53%    4.17%     4.35%      4.69%       4.97%
     3.50%     4.12%    4.86%     5.07%      5.47%       5.79%
     4.00%     4.71%    5.56%     5.80%      6.25%       6.62%
     4.50%     5.29%    6.25%     6.52%      7.03%       7.45%
     5.00%     5.88%    6.94%     7.25%      7.81%       8.28%
     5.50%     6.47%    7.64%     7.97%      8.59%       9.11%
     6.00%     7.06%    8.33%     8.70%      9.38%       9.93%
     6.50%     7.65%    9.03%     9.42%     10.16%      10.76%
     7.00%     8.24%    9.72%    10.14%     10.94%      11.59%
     7.50%     8.82%   10.42%    10.87%     11.72%      12.42%
     8.00%     9.41%   11.11%    11.59%     12.50%      13.25%

    Note:  The maximum marginal tax rate for each bracket was used in
    calculating the taxable yield equivalent. Furthermore, additional
    state and local taxes paid on comparable taxable investments were not
    used to increase federal deductions.
    The chart above is for illustrative purposes only. It is not an
    indicator of past or future performance of Fund shares.
    *  Some portion of the Fund's income may be subject to the federal
    alternative minimum tax and state and local income taxes.     
TOTAL RETURN
Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period
by the net asset value per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the
period by any additional shares, assuming the monthly reinvestment of all
dividends and distributions.
   The Fund's average annual total returns for the one-year period and
five-year period ended May 31, 1996, and for the period from August 25,
1989 (date of initial public investment) through May 31, 1996, were 3.04%,
2.67%, and 3.42%, respectively.     
PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors should consider all relevant factors such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Fund
uses in advertising may include:
     OLIPPER 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.
     oDONOGHUE'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.
     oMONEY, a monthly magazine, regularly ranks money market funds in
      various categories based on the latest available seven-day effective
      yield.
   Advertising and other promotional literature may include charts, graphs,
and other illustrations using the Fund's returns, or returns in general,
that demonstrate basic investment concepts such as tax-deferred
compounding, dollar-cost averaging, and systematic investment. In addition,
the Fund can compare its performance, or performance for the types of
securities in which it invests, to a variety of other investments, such as
bank savings accounts, certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial, and political developments and their effect on the
securities market. Such discussions may take the form of commentary on
these developments by Fund portfolio managers and their views and analysis
on how such developments could affect the Fund. In addition, advertising
and sales literature may quote statistics and give general information
about the mutual fund industry, including the growth of the industry, from
sources such as the Investment Company Institute.     
ABOUT FEDERATED INVESTORS

   Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward,
and consistent. This has resulted in a history of competitive performance
with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.     
   The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors. These traders
handle trillions of dollars in annual trading volume.     
   In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market
fund shares. Other innovations include the first institutional tax-free
money market fund. As of December 31, 1995, Federated Investors managed
more than $40.2 billion in assets across approximately 47 money market
funds, including 17 government, 10 prime, and 20 municipal with assets
approximating $20.9 billion, $11.5 billion and $7.8 billion, respectively.
    
   J. Thomas Madden, Executive Vice President, oversees Federated
Investors' equity and high yield corporate bond management while William D.
Dawson, Executive Vice President, oversees Federated Investors' domestic
fixed income management. Henry A. Frantzen, Executive Vice President,
oversees the management of Federated Investors' international portfolios.
    
MUTUAL FUND MARKET
   Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $3 trillion to the more than 5,500 funds
available.*     
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:
   INSTITUTIONAL CLIENTS    
   Federated Investors meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual
funds for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisers. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.     
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than
1,500 banks and trust organizations. Virtually all of the trust divisions
of the top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
   Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. Federated's service to
financial professionals and institutions has earned it high rankings in
DALBAR surveys. The marketing effort to these firms is headed by James F.
Getz, President, Broker/Dealer Division.     
FINANCIAL STATEMENTS

   The financial statements for Municipal Cash Series for the fiscal year
ended May 31, 1996, are incorporated herein by reference to the Annual
Report to Shareholders of Municipal Cash Series dated May 31, 1996.     










*Source: Investment Company Institute


APPENDIX

STANDARD & POOR'S RATINGS GROUP
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
A Standard & Poor's Ratings Group (S&P) note rating reflects the liquidity
concerns and market access risks unique to notes.
SP-1 Very strong or strong capacity to pay principal and interest. Those
     issues determined to possess overwhelming safety characteristics will
     be given a plus sign (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
S&P assigns dual ratings to all long-term debt issues that have as part of
their provisions a variable rate demand feature. The first rating (long-
term rating) addresses the likelihood of repayment of principal and
interest when due, and the second rating (short-term rating) describes the
demand characteristics. Several examples are AAA/A-L+, AA/A-I+, A/A-1. (The
definitions for the long-term and the short-term ratings are provided
below.)
COMMERCIAL PAPER (CP) RATINGS
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365
days.
A-1  This highest category indicates that the degree of safety regarding
     timely payment is strong. Those issues determined to possess extremely
     strong safety characteristics are denoted with a plus sign (+)
     designation.
A-2  Capacity for timely payment on issues with this designation is
     satisfactory. However, the relative degree of safety is not as high as
     for issues designated A-1.
LONG-TERM DEBT RATINGS
AAA  Debt rated `AAA'' has the highest rating assigned by S&P. Capacity to
     pay interest and repay principal is extremely strong.
AA   Debt rate `AA'' has a very strong capacity to pay interest and repay
     principal and differs from the highest rated issues only in small
     degree.
A    Debt rated `A'' has a strong capacity to pay interest and repay
     principal although it is somewhat more susceptible to the adverse
     effects of changes in circumstances and economic conditions than debt
     in higher rated categories.
MOODY'S INVESTORS SERVICE, INC.,
SHORT-TERM MUNICIPAL OBLIGATION RATINGS
Moody's Investor Service, Inc. (Moody's) short-term ratings are designated
Moody's Investment Grade (MIG or VMIG) (see below). The purpose of the MIG
or VMIG ratings is to provide investors with a simple system by which the
relative investment qualities of short-term obligations may be evaluated.
MIG1 This designation denotes best quality. There is present strong
     protection by established cash flows, superior liquidity support or
     demonstrated broad based access to the market for refinancing.
MIG2 This designation denotes high quality. Margins of protection are ample
     although not so large as in the preceding group.


VARIABLE RATE DEMAND NOTES (VRDNS) AND TENDER OPTION BONDS (TOBS) RATINGS
Short-term ratings on issues with demand features are differentiated by the
use of the VMIG symbol to reflect such characteristics as payment upon
periodic demand rather than fixed maturity dates and payment relying on
external liquidity. In this case, two ratings are usually assigned, (for
example, AAA/VMIG-1); the first representing an evaluation of the degree of
risk associated with scheduled principal and interest payments, and the
second representing an evaluation of the degree of risk associated with the
demand feature. The VMIG rating can be assigned a 1 or 2 designation using
the same definitions described above for the MIG rating.
COMMERCIAL PAPER (CP) RATINGS
P-1  Issuers rated PRIME-1 (or related supporting institutions) have a
     superior capacity for repayment of short-term promissory obligations.
     PRIME-1 repayment capacity will normally be evidenced by the following
     characteristics: leading market positions in well established
     industries, high rates of return on funds employed, conservative
     capitalization structure with moderate reliance on debt and ample
     asset protection, broad margins in earning coverage of fixed financial
     charges and high internal cash generation, well-established access to
     a range of financial markets and assured sources of alternate
     liquidity.
P-2  Issuers rated PRIME-2 (or related supporting institutions) have a
     strong capacity for repayment of short-term promissory obligations.
     This will normally be evidenced by many of the characteristics cited
     above, but to a lesser degree. Earnings trends and coverage ratios,
     while sound, will be more subject to variation. Capitalization
     characteristics, while still appropriate, may be more affected by
     external conditions. Ample alternate liquidity is maintained.
LONG-TERM DEBT RATINGS
AAA  Bonds which are rated AAA are judged to be of the best quality. They
     carry the smallest degree of investment risk and are generally
     referred to as `gilt edged.'' Interest payments are protected by a
     large or by an exceptionally stable margin and principal is secure.
     While the various protective elements are likely to change, such
     changes is can be visualized are most unlikely to impair the
     fundamentally strong position of such issues.
AA   Bonds which are rated AA are judged to be of high quality by all
     standards. Together with the AAA group, they comprise what are
     generally known as high grade bonds. They are rated lower than the
     best bonds because margins of protection may not be as large as in AAA
     securities or fluctuation of protective elements may be of greater
     amplitude or there may be other elements present which make the long-
     term risks appear somewhat larger than in AAA securities.
A    Bonds which are rated A possess many favorable investment attributes
     and are to be considered as upper medium grade obligations. Factors
     giving security to principal and interest are considered adequate but
     elements may be present which suggest a susceptibility to impairment
     sometime in the future.
NR   Indicates that both the bonds and the obligor or credit enhancer are
     not currently rated by S&P or Moody's with respect to short-term
     indebtedness. However, management considers them to be of comparable
     quality to first or second tier securities.
NR(1)     The underlying issuer/obligor/guarantor has other outstanding
     debt rated `AAA'' by S&P or ``AAA'' by Moody's.
NR(2)     The underlying issuer/obligor/guarantor has other outstanding
     debt rated `AA'' by S&P or ``AA'' by Moody's.
NR(3)     The underlying issuer/obligor/guarantor has other outstanding
     debt rated `A'' by S&P or Moody's.
FITCH INVESTORS SERVICE, INC.
SHORT-TERM DEBT RATING DEFINITIONS
F-1+ - Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1 - Very Strong Credit Quality. Issues assigned this rating reflect an
assurance for timely payment only slightly less in degree than issues rated
F-1+.
F-2 - Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as
great as for issues assigned F-1+ and F-1 ratings.




                              PRIME CASH SERIES
                   (A PORTFOLIO OF CASH TRUST SERIES, INC.)

                     STATEMENT OF ADDITIONAL INFORMATION
      This Statement of Additional Information should be read with the
   prospectus of Prime Cash Series (the ``Fund'), a portfolio of Cash
   Trust Series, Inc. (the ``Company') dated September 30, 1996. This
   Statement is not a prospectus. You may request a copy of a prospectus
   or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-341-7400.     
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779
                     Statement dated September 30, 1996     
Federated Securities Corp. is the distributor of the Fund
and is a subsidiary of Federated Investors.
Cusip 147551105
   9080101B (9/96)     
TABLE OF CONTENTS
INVESTMENT POLICIES                       1

 Acceptable Investments                   1
 U.S. Government Securities               1
 Bank Instruments                         1
 Ratings                                  1
 When-Issued and Delayed Delivery Transactions    1
 Repurchase Agreements                    2
 Reverse Repurchase Agreements            2
 Credit Enhancements                      2
 Lending of Portfolio Securities          2
INVESTMENT LIMITATIONS                    2

 Regulatory Compliance                    4
CASH TRUST SERIES, INC. MANAGEMENT        5

 Share Ownership                          9
 Director Compensation                    9
 Director Liability                      10
INVESTMENT ADVISORY SERVICES             10

 Investment Adviser                      10
 Advisory Fees                           10
BROKERAGE TRANSACTIONS                   10

OTHER SERVICES                           11

 Fund Administration                     11
 Custodian and Portfolio Accountant      11
 Transfer Agent                          11
 Independent Public Accountants          11
DISTRIBUTION PLAN AND
 SHAREHOLDER SERVICES AGREEMENT          11
DETERMINING NET ASSET VALUE              12

REDEMPTION IN KIND                       12

THE FUND'S TAX STATUS                    12

PERFORMANCE INFORMATION                  12

 Yield                                   12
 Effective Yield                         13
 Total Return                            13
 Performance Comparisons                 13
 Economic and Market Information         13
ABOUT FEDERATED INVESTORS                13

FINANCIAL STATEMENTS                     14
INVESTMENT POLICIES

   Unless indicated otherwise, the policies described below may be changed
by the Board of Directors (`the Directors'') without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.     
ACCEPTABLE INVESTMENTS
When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or
any guarantor of either the security or any demand feature.
   U.S. GOVERNMENT SECURITIES
The types of U.S. government securities in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are backed
by:
     othe full faith and credit of the U.S. Treasury;
     othe issuer's right to borrow from the U.S. Treasury;
     othe discretionary authority of the U.S. government to purchase
      certain obligations of agencies or instrumentalities; or
     othe credit of the agency or instrumentality issuing the obligations.
          
BANK INSTRUMENTS
The instruments of banks and savings associations whose deposits are
insured by the Bank Insurance Fund (`BIF'') or the Savings Association
Insurance Fund (`SAIF''), such as certificates of deposit, demand and time
deposits, savings shares, and bankers' acceptances, are not necessarily
guaranteed by those organizations. In addition to domestic bank
instruments, the Fund may invest in: Eurodollar Certificates of Deposit
issued by foreign branches of U.S. or foreign banks; Eurodollar Time
Deposits, which are U.S. dollar-denominated deposits in foreign branches of
U.S. or foreign banks; Canadian Time Deposits, which are U.S. dollar-
denominated deposits issued by branches of major Canadian banks located in
the United States; and Yankee Certificates of Deposit, which are U.S.
dollar-denominated certificates of deposit issued by U.S. branches of
foreign banks and held in the United States.
   RATINGS
The securities in which the Fund invests must be rated in one of the two
highest short-term rating categories by one or more nationally recognized
statistical rating organizations (`NRSROs'') or be of comparable quality
to securities having such ratings. An NRSRO's two highest rating categories
are determined without regard for sub-categories and gradations. For
example, securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings
Group (`S&P''), MIG-1 or MIG-2 by Moody's Investors Service, Inc.
(`Moody's''), or F-1+, F-1, or F-2 by Fitch Investors Service, Inc.
(`Fitch'') are all considered rated in one of the two highest short-term
rating categories. The Fund will follow applicable regulations in
determining whether a security rated by more than one NRSRO can be treated
as being in one of the two highest short-term rating categories; currently,
such securities must be rated by two NRSROs in one of their two highest
rating categories. See `Regulatory Compliance.''     
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund in a dollar amount sufficient to make payment for the securities to be
purchased are: segregated on the Fund`s records at the trade date; marked
to market daily; and maintained until the transaction is settled. The Fund
does not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the total
value of its assets.


REPURCHASE AGREEMENTS
The Fund believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the
Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Fund's adviser to be creditworthy pursuant to guidelines established by the
Directors.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in
return for a percentage of the instrument's market value in cash and agrees
that on a stipulated date in the future the Fund will repurchase the
portfolio instrument by remitting the original consideration plus interest
at an agreed upon rate. The use of reverse repurchase agreements may enable
the Fund to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but does not ensure this result. However,
liquid assets of the Fund, in a dollar amount sufficient to make payment
for the securities to be purchased, are: segregated on the Fund's records
at the trade date; marked to market daily; and maintained until the
transaction is settled.
   CREDIT ENHANCEMENT
The Fund typically evaluates the credit quality and ratings of credit-
enhanced securities based upon the financial condition and ratings of the
party providing the credit enhancement (the `credit enhancer''), rather
than the issuer. Generally, the Fund will not treat credit-enhanced
securities as being issued by the credit enhancer for diversification
purposes. However, under certain circumstances applicable regulations may
require the Fund to treat securities as having been issued by both the
issuer and the credit enhancer.     
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are subject
to termination at the option of the Fund or the borrower. The Fund may pay
reasonable administrative and custodial fees in connection with a loan and
may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amount borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will
not purchase any securities while borrowings in excess of 5% of the value
of its total assets are outstanding. During the period any reverse
repurchase agreements are outstanding, the Fund will restrict the purchase
of the portfolio securities to money market instruments maturing on or
before the expiration date of the reverse repurchase agreements, but only
to the extent necessary to assure completion of the reverse repurchase
agreements.
PLEDGING ASSETS
The Fund will not mortgage, pledge, or hypothecate any assets except to
secure permitted borrowings. In these 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 Fund will not lend any of its assets, except portfolio securities. This
shall not prevent the Fund from purchasing or holding money market
instruments, including repurchase agreements and variable amount demand
master notes, permitted by its investment objective, policies, limitations,
or Articles of Incorporation.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
INVESTING IN REAL ESTATE
The Fund will not purchase or sell real estate although it may invest in
securities of issuers whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or interests in
real estate.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
CONCENTRATION OF INVESTMENTS
The Fund will not invest 25% or more of the value of its total assets in
any one industry except that the Fund will invest 25% or more of the value
of its total assets in the commercial paper issued by finance companies.
The Fund may invest 25% or more of the value of its total assets in cash,
cash items, securities issued or guaranteed by the U.S. government, its
agencies, or instrumentalities, or instruments secured by these money
market instruments, such as repurchase agreements.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total assets,
the Fund will not purchase securities of any one issuer (other than cash,
cash items, or securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase
agreements collateralized by U.S. government securities) if as a result
more than 5% of the value of its total assets would be invested in the
securities of that issuer.
INVESTING IN RESTRICTED SECURITIES
The Fund will not invest more than 10% of its net assets in securities
subject to restrictions on resale under the Federal Securities Laws, except
for Section 4(2) commercial paper.
The above limitations cannot be changed without shareholder approval. The
following limitations, however, may be changed by the Directors without
shareholder approval Shareholders will be notified before any material
change in these limitations becomes effective.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will not purchase securities of other investment companies, except
as part of a merger, consolidation, or other acquisition.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.
INVESTING FOR CONTROL
The Fund 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 AND DIRECTORS
The Fund will not purchase or retain the securities of any issuer if the
Officers and Directors of the Company or its investment adviser, owning
individually more than .50% of the issuer's securities, together own more
than 5% of the issuer's securities.
INVESTING IN OPTIONS
The Fund will not invest in puts, calls, straddles, spreads, or any
combination of them.
INVESTING IN MINERALS
The Fund 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.
For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits
in excess of $100,000,000 at the time of investment to be `cash items.''
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.
   REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in
the prospectus and this Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of
and regulations under the Investment Company Act of 1940. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. For example, with limited exceptions,
Rule 2a-7 prohibits the investment of more than 5% of the Fund's total
assets in the securities of any one issuer, although the Fund's investment
limitation only requires such 5% diversification with respect to 75% of its
assets. The Fund will invest more than 5% of its assets in any one issuer
only under the circumstances permitted by Rule 2a-7. The Fund will also
determine the effective maturity of its investments, as well as its ability
to consider a security as having received the requisite short-term ratings
by NRSROs, according to Rule 2a-7. The Fund may change these operational
policies to reflect changes in the laws and regulations without the
approval of its shareholders.     


   CASH TRUST SERIES, INC. MANAGEMENT

Officers and Directors are listed with their addresses, birthdates, present
positions with Cash Trust Series, Inc., and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds. .


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee,
University of Pittsburgh; Director or Trustee of the Funds.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.;
Director, Ryan Homes, Inc.; Director or Trustee of the Funds.





J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Director of the Company.


James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director of the
Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine, University of Pittsburgh; Medical Director,
University of Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director
or Trustee of the Funds.


Edward L. Flaherty, Jr.@
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western
Region; Director or Trustee of the Funds.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Director
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street
Boston Corporation; Director or Trustee of the Funds.





Gregor F. Meyer
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the
Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., National Defense University, U.S. Space Foundation
and Czech Management Center; President Emeritus, University of Pittsburgh;
Founding Chairman, National Advisory Council for Environmental Policy and
Technology, Federal Emergency Management Advisory Board and Czech
Management Center; Director or Trustee of the Funds.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director
Public relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some
of the Funds; Director or Trustee of some of the Funds.





Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company; Trustee or Director of
some of the Funds; President, Executive Vice President and Treasurer of
some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President , Secretary and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Shareholder Services Company; Director, Federated
Services Company; President and Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive Vice President and
Secretary of the Funds; Treasurer of some of the Funds.


         
     *This Director is deemed to be an ``interested person'' as defined in
      the Investment Company Act of 1940.
     @Member of the Executive Committee. The Executive Committee of the
      Board of Directors handles the responsibilities of the Board between
      meetings of the Board.
As referred to in the list of Directors and Officers, `Funds'' include the
following investment companies:
   111 Corcoran Funds; Annuity Management Series; Arrow Funds; Automated
Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate
U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund,
Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated GNMA
Trust; Federated Government Income Securities, Inc.; Federated Government
Trust; Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Insurance Series; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated
Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-
Free Trust; Federated Total Return Series, Inc.; Federated U.S. Government
Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated
U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.; High
Yield Cash Trust; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty Term Trust,
Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash Trust;
Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.     


SHARE OWNERSHIP
Officers and Directors as a group own less than 1% of the Fund`s
outstanding shares.
   As of September 3, 1996, the following shareholders of record owned 5%
or more of the outstanding shares of the Fund:  Hanifen Imhoff Clearing
Corp., Denver, CO, owned approximately 98,651,003 shares (5.07%); BHC
Securities, Inc., Philadelphia, PA, owned approximately 196,503,946 shares
(10.11%) and Primvest Financial Services, St. Cloud, MN, owned
approximately 206,778,004 shares (10.64%).    
DIRECTOR COMPENSATION
                         AGGREGATE
NAME ,                 COMPENSATION
POSITION WITH             FROM           TOTAL COMPENSATION PAID
CORPORATION             CORPORATION*#        FROM FUND COMPLEX +
   John F. Donahue       $0             $0 for the Fund and
Chairman and Director                   54 other investment companies in
the Fund Complex
Thomas G. Bigley++       $703.80        $86,331 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John T. Conroy, Jr.      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
William J. Copeland      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
J. Christopher Donahue   $0             $0 for the Fund and
Director                                16 other investment companies in
the Fund Complex
James E. Dowd            $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Lawrence D. Ellis        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Edward L. Flaherty, Jr.  $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Peter E. Madden          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Gregor F. Meyer          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John E. Murray, Jr.      $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Wesley W. Posvar         $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Marjorie P. Smuts        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex


*Information is furnished for the fiscal year ended May 31, 1996.
#The aggregate compensation is provided for the Corporation which is
comprised of 4 portfolios.
+The information is provided for the last calendar year.
++Mr. Bigley served on 39 investment companies in the Federated Funds
Complex from January 1 through September 30, 1995. On October 1, 1995, he
was appointed a Director or Trustee on 15 additional Federated Funds.     
DIRECTOR LIABILITY
The Articles of Incorporation provide that the Directors 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 Fund's investment adviser is Federated Advisers. 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 Company, the Fund, or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties imposed upon it by
its contract with the Company.
ADVISORY FEES
   For its advisory services, Federated Advisers receives an annual
investment advisory fee as described in the prospectus. For the fiscal
years ended May 31, 1996, 1995, and 1994, the adviser earned $6,691,023,
$4,431,610, and $4,069,739, respectively, of which $1,766,935, $1,803,372,
and $1,478,163, respectively, were 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 Fund's normal
     operating expenses (including the investment advisory fee, but not
     including brokerage commissions, interest, taxes, and extraordinary
     expenses) exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average net assets,
     and 1-1/2% per year of the remaining average net assets, the adviser
     will reimburse the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the adviser
     will be limited, in any single fiscal year, by the amount of the
     investment advisory fees.
     This arrangement is not part of the advisory contract and may be
     amended or rescinded in the future.
   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
Directors. The adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly to the Fund
or to the adviser and may include: advice as to the advisability of
investing in securities; security analysis and reports; economic studies;
industry studies; receipt of quotations for portfolio evaluations; and
similar services. Research services provided by brokers and dealers may be
used by the adviser or its affiliates in advising the Fund 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 May 31, 1996, 1995, and
1994, the Fund paid no brokerage commissions.     
   Although investment decisions for the Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
the Fund may make may also be made by those other accounts. When the Fund
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 Fund or
the size of the position obtained or disposed of by the Fund. In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.     
   OTHER SERVICES    

   FUND ADMINISTRATION    
   Federated Services Company, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. From March 1, 1994, to March 1, 1996,
Federated Administrative Services served as the Fund's Administrator. Prior
to March 1, 1994, Federated Administrative Services, Inc. served as the
Fund's Administrator. Both former Administrators are subsidiaries of
Federated Investors. For purposes of this Statement of Additional
Information, Federated Services Company, Federated Administrative Services,
and Federated Administrative Services, Inc. may hereinafter collectively be
referred to as the `Administrators.'' For the fiscal years ended May 31,
1996, 1995, and 1994, the Administrators earned $1,012,314, $607,946, and
$621,911, respectively.     
CUSTODIAN AND PORTFOLIO ACCOUNTANT
   State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Fund's portfolio investments. The fee paid for this service is based
upon the level of the Fund's average net assets for the period plus out-of-
pocket expenses.     
TRANSFER AGENT
   Federated Services Company, through its registered transfer agent,
Federated Shareholder Services Company, maintains all necessary shareholder
records. For its services, the transfer agent receives a fee based on the
size, type, and number of accounts and transactions made by shareholders.
    
   INDEPENDENT PUBLIC ACCOUNTANTS    
   The independent public accountants for the Fund are Deloitte & Touche
LLP, Pittsburgh, PA.     
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services, to stimulate
distribution activities and to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Fund will
be able to achieve a more predictable flow of cash for investment purposes
and to meet redemptions. This will facilitate more efficient portfolio
management and assist the Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served by the Fund's
objectives, and properly servicing these accounts, it may be possible to
curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail; (3)
enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
   For the fiscal year ended May 31, 1996, payments in the amount of
$4,683,716 were made pursuant to the Distribution Plan, of which $3,372,274
was voluntarily waived and $1,311,442 was paid to financial institutions.
In addition, for this period, the Fund paid Shareholder Services fees in
the amount of $3,345,511.     


DETERMINING NET ASSET VALUE

The Directors 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 Fund computed by dividing the annualized daily income on the Fund'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 Fund'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 Directors 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
Fund'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
Directors 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 Directors
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 Fund is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Fund'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 Directors determine that further payments should be in
kind. In such cases, the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the same way as the Fund
determines net asset value. The portfolio instruments will be selected in a
manner that the Directors 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 FUND'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Fund must, among other requirements:  derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its
net income earned during the year.
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 Fund, the performance will be reduced for those
shareholders paying those fees.
YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the `base period.'' This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
   The Fund's yield for the seven-day period ended May 31, 1996, was
4.42%.    
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to
the 365/7th power; and subtracting 1 from the result.
   The Fund's effective yield for the seven-day period ended May 31, 1996,
was 4.51%.    
TOTAL RETURN
Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period
by the net asset value per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the
period by any additional shares, assuming the monthly reinvestment of all
dividends and distributions.
   The Fund's average annual total returns for the one-year period and
five-year period ended May 31, 1996 and for the period from August 18, 1989
(date of initial public investment) through May 31, 1996 were 4.90%, 3.79%,
and 4.77%, respectively.     
PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors should consider all relevant factors such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Fund
uses in advertising may include:
     OLIPPER 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.
     oDONOGHUE'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.
     oMONEY, a monthly magazine, regularly ranks money market funds in
      various categories based on the latest available seven-day effective
      yield.
   Advertising and other promotional literature may include charts, graphs,
and other illustrations using the Fund's returns, or returns in general,
that demonstrate basic investment concepts such as tax-deferred
compounding, dollar-cost averaging, and systematic investment. In addition,
the Fund can compare its performance, or performance for the types of
securities in which it invests, to a variety of other investments, such as
bank savings accounts, certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial, and political developments and their effect on the
securities market. Such discussions may take the form of commentary on
these developments by Fund portfolio managers and their views and analysis
on how such developments could affect the Fund. In addition, advertising
and sales literature may quote statistics and give general information
about the mutual fund industry, including the growth of the industry, from
sources such as the Investment Company Institute.     
ABOUT FEDERATED INVESTORS

   Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward,
and consistent. This has resulted in a history of competitive performance
with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.     
   The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors. These traders
handle trillions of dollars in annual trading volume.     
   In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market
fund shares. Other innovations include the first institutional tax-free
money market fund. As of December 31, 1995, Federated Investors managed
more than $40.2 billion in assets across approximately 47 money market
funds, including 17 government, 10 prime, and 20 municipal with assets
approximating $20.9 billion, $11.5 billion and $7.8 billion, respectively.
    
   J. Thomas Madden, Executive Vice President, oversees Federated
Investors' equity and high yield corporate bond management while William D.
Dawson, Executive Vice President, oversees Federated Investors' domestic
fixed income management. Henry A. Frantzen, Executive Vice President,
oversees the management of Federated Investors' international portfolios.
    
MUTUAL FUND MARKET
   Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $3 trillion to the more than 5,500 funds
available.*     
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:
   INSTITUTIONAL CLIENTS    
   Federated Investors meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual
funds for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisers. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.     
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than
1,500 banks and trust organizations. Virtually all of the trust divisions
of the top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
   Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. Federated's service to
financial professionals and institutions has earned it high rankings in
DALBAR surveys. The marketing effort to these firms is headed by James F.
Getz, President, Broker/Dealer Division.     
FINANCIAL STATEMENTS

   The financial statements for Prime Cash Series for the fiscal year ended
May 31, 1996, are incorporated herein by reference to the Annual Report to
Shareholders of Prime Cash Series dated May 31, 1996.     













*Source: Investment Company Institute
                             TREASURY CASH SERIES
                   (A PORTFOLIO OF CASH TRUST SERIES, INC.)

                     STATEMENT OF ADDITIONAL INFORMATION
      This Statement of Additional Information should be read with the
   prospectus of Treasury Cash Series (the ``Fund'), a portfolio of Cash
   Trust Series, Inc. (the ``Company') dated September 30, 1996. This
   Statement is not a prospectus. You may request a copy of a prospectus
   or a paper copy of this Statement, if you have received it
   electronically, free of charge by calling 1-800-341-7400.     
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779
                     Statement dated September 30, 1996    
Federated Securities Corp. is the distributor of the Fund
and is a subsidiary of Federated Investors.
Cusip 147551402
   0010801B (9/96)     


TABLE OF CONTENTS


INVESTMENT POLICIES                       1

 When-Issued and Delayed Delivery Transactions    1
 Repurchase Agreements                    1
 Reverse Repurchase Agreements            1
INVESTMENT LIMITATIONS                    1

 Regulatory Compliance                    3
CASH TRUST SERIES, INC. MANAGEMENT        4

 Share Ownership                          8
 Director Compensation                    8
 Director Liability                       9
INVESTMENT ADVISORY SERVICES              9

 Investment Adviser                       9
 Advisory Fees                            9
BROKERAGE TRANSACTIONS                    9

OTHER SERVICES                           10

 Fund Administration                     10
 Custodian and Portfolio Accountant      10
 Transfer Agent                          10
 Independent Public Accountants          10
DISTRIBUTION PLAN AND
 SHAREHOLDER SERVICES AGREEMENT          10

DETERMINING NET ASSET VALUE              11

REDEMPTION IN KIND                       11

THE FUND'S TAX STATUS                    11


PERFORMANCE INFORMATION                  11

 Yield                                   11
 Effective Yield                         12
 Total Return                            12
 Performance Comparisons                 12
 Economic and Market Information         12
ABOUT FEDERATED INVESTORS                12

FINANCIAL STATEMENTS                     13


INVESTMENT POLICIES

   Unless indicated otherwise, the policies described below may be changed
by the Board of Directors (`the Directors'') without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.     
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund in a dollar amount sufficient to make payment for the securities to be
purchased are: segregated on the Fund`s records at the trade date; marked
to market daily; and maintained until the transaction is settled. The Fund
does not intend to engage in when-issued and delayed delivery transactions
to an extent that would cause the segregation of more than 20% of the total
value of its assets.
REPURCHASE AGREEMENTS
The Fund believes that under the regular procedures normally in effect for
custody of the Fund's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in favor of the
Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Fund's adviser to be creditworthy pursuant to guidelines established by the
Directors.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument in


return for a percentage of the instrument's market value in cash and agrees
that on a stipulated date in the future the Fund will repurchase the
portfolio instrument by remitting the original consideration plus interest
at an agreed upon rate. The use of reverse repurchase agreements may enable
the Fund to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but does not ensure this result. However,
liquid assets of the Fund, in a dollar amount sufficient to make payment
for the securities to be purchased, are: segregated on the Fund's records
at the trade date; marked to market daily; and maintained until the
transaction is settled.
INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Fund will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for
clearance of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Fund will not issue senior securities except that the Fund may borrow
money directly or through reverse repurchase agreements in amounts up to
one-third of the value of its total assets, including the amounts borrowed.
The Fund will not borrow money or engage in reverse repurchase agreements
for investment leverage, but rather as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous.
The Fund will not purchase any securities while borrowings in excess of 5%
of the value of its total assets are outstanding. During the period any
reverse repurchase agreements are outstanding, the Fund will restrict the
purchase of portfolio securities to money market instruments maturing on or


before the expiration date of the reverse repurchase agreements, but only
to the extent necessary to assure completion of the reverse repurchase
agreement.
PLEDGING ASSETS
The Fund 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 of the Fund at the time of the
borrowing.
LENDING CASH OR SECURITIES
The Fund will not lend any of its assets, except that it may purchase or
hold U.S. Treasury obligations, including repurchase agreements, permitted
by its investment objective, policies, and limitations or Articles of
Incorporation.
INVESTING IN RESTRICTED SECURITIES
The Fund will not purchase or sell securities which are restricted as to
resale under federal securities law.
INVESTING IN COMMODITIES
The Fund will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.
CONCENTRATION OF INVESTMENTS
The Fund will not invest 25% or more of the value of its total assets in
any one industry. However, the Fund may invest 25% or more of the value of
its total assets in cash, cash items, or securities issued or guaranteed by
the government of the United States or its agencies, or instrumentalities
and repurchase agreements collateralized by such U.S. government
securities. The U.S. government is not considered to be an industry.


DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total assets,
the Fund will not purchase securities of any one issuer (other than cash,
cash items, or securities issued or guaranteed by the government of the
United States or its agencies or instrumentalities and repurchase
agreements collateralized by such U.S. government securities) if as a
result more than 5% of the value of its total assets would be invested in
the securities of that issuer, or if it would own more than 10% of the
outstanding voting securities of that issuer.
UNDERWRITING
The Fund will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection
with the sale of securities in accordance with its investment objective,
policies, and limitations.
The above limitations cannot be changed without shareholder approval. The
following limitations, however, may be changed by the Directors without
shareholder approval Shareholders will be notified before any material
change in these limitations becomes effective.
INVESTING IN ILLIQUID SECURITIES
The Fund will not invest more than 10% of the value of its net assets in
illiquid securities.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Fund will not purchase securities of other investment companies, except
as part of a merger, consolidation, or other acquisition.
INVESTING IN NEW ISSUERS
The Fund will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.


INVESTING FOR CONTROL
The Fund 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 AND DIRECTORS
The Fund will not purchase or retain the securities of any issuer if the
Officers and Directors of the Company or its investment adviser, owning
individually more than .50% of the issuer's securities, together own more
than 5% of the issuer's securities.
INVESTING IN OPTIONS
The Fund will not invest in puts, calls, straddles, spreads, or any
combination of them.
INVESTING IN MINERALS
The Fund 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.
For purposes of the above limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits
in excess of $100,000,000 at the time of investment to be `cash items.''
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not result
in a violation of such limitation.
The Fund did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present
intent to do so during the coming fiscal year.
   REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in


the prospectus and this Statement of Additional Information, in order to
comply with applicable laws and regulations, including the provisions of
and regulations under the Investment Company Act of 1940. In particular,
the Fund will comply with the various requirements of Rule 2a-7, which
regulates money market mutual funds. The Fund will determine the effective
maturity of its investments according to Rule 2a-7. The Fund may change
these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.     


   
CASH TRUST SERIES, INC. MANAGEMENT

Officers and Directors are listed with their addresses, birthdates, present
positions with Cash Trust Series, Inc., and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research Corp. and Federated Global Research Corp.; Chairman, Passport
Research, Ltd.; Chief Executive Officer and Director or Trustee of the
Funds. .


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee,
University of Pittsburgh; Director or Trustee of the Funds.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John
R. Wood and Associates, Inc., Realtors; Partner or Trustee in private real
estate ventures in Southwest Florida; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director


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





J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Director of the Company.


James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director of the
Funds.




Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine, University of Pittsburgh; Medical Director,
University of Pittsburgh Medical Center - Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore Hospitals; Director
or Trustee of the Funds.


Edward L. Flaherty, Jr.@
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western
Region; Director or Trustee of the Funds.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942


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





Gregor F. Meyer
Miller, Ament, Henny, & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the
Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., National Defense University, U.S. Space Foundation
and Czech Management Center; President Emeritus, University of Pittsburgh;
Founding Chairman, National Advisory Council for Environmental Policy and
Technology, Federal Emergency Management Advisory Board and Czech
Management Center; Director or Trustee of the Funds.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director
Public relations/Marketing/Conference Planning, Manchester Craftsmen's
Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923


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





Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company; Trustee or Director of
some of the Funds; President, Executive Vice President and Treasurer of
some of the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President , Secretary and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;


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


     *This Director is deemed to be an ``interested person'' as defined in
      the Investment Company Act of 1940.
     @Member of the Executive Committee. The Executive Committee of the
      Board of Directors handles the responsibilities of the Board between
      meetings of the Board.
As referred to in the list of Directors and Officers, `Funds'' include the
following investment companies:

    
   111 Corcoran Funds; Annuity Management Series; Arrow Funds; Automated
Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate
U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund,
Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated GNMA
Trust; Federated Government Income Securities, Inc.; Federated Government
Trust; Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Insurance Series; Federated
Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated
Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-


Free Trust; Federated Total Return Series, Inc.; Federated U.S. Government
Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated
U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority
Funds; Fixed Income Securities, Inc.; Fortress Utility Fund, Inc.; High
Yield Cash Trust; Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty Term Trust,
Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash Trust;
Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.     


SHARE OWNERSHIP
Officers and Directors as a group own less than 1% of the Fund`s
outstanding shares.
   As of September 3, 1996, the following shareholders of record owned 5%
or more of the outstanding shares of the Fund:  Var & Co., St. Paul, MN,
owned approximately 37,121,433 shares (6.27%); North Fork Bank & Trust,
Mineola, NY, owned 42,455,072 shares (7.17%); Citizens Commercial & Savings
Bank, Flint, MI, owned approximately 57,973,218 shares (9.80%); and BHC
Securities, Inc., Philadelphia, PA, owned approximately 72,641,676 shares
(12.28%).    


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


   John F. Donahue       $0             $0 for the Fund and
Chairman and Director                   54 other investment companies in
the Fund Complex
Thomas G. Bigley++       $703.80        $86,331 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John T. Conroy, Jr.      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
William J. Copeland      $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
J. Christopher Donahue   $0             $0 for the Fund and
Director                                16 other investment companies in
the Fund Complex
James E. Dowd            $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Lawrence D. Ellis        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex


Edward L. Flaherty, Jr.  $758.11        $115,760 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Peter E. Madden          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Gregor F. Meyer          $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
John E. Murray, Jr.      $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Wesley W. Posvar         $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex
Marjorie P. Smuts        $703.80        $104,898 for the Fund and
Director                                54 other investment companies in
the Fund Complex


*Information is furnished for the fiscal year ended May 31, 1996.
#The aggregate compensation is provided for the Corporation which is
comprised of 4 portfolios.
+The information is provided for the last calendar year.
++Mr. Bigley served on 39 investment companies in the Federated Funds
Complex from January 1 through September 30, 1995. On October 1, 1995, he
was appointed a Director or Trustee on 15 additional Federated Funds.     


DIRECTOR LIABILITY
The Articles of Incorporation provide that the Directors 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 Fund's investment adviser is Federated Advisers. 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 Company, the Fund, or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties imposed upon it by
its contract with the Company.
ADVISORY FEES
   For its advisory services, Federated Advisers receives an annual
investment advisory fee as described in the prospectus. For the fiscal
years ended May 31, 1996, 1995, and 1994 the adviser earned $3,046,700,
$2,165,237, and $2,413,838, respectively, of which $218,855, $351,246, and
$475,263, respectively, were 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 Fund's normal


     operating expenses (including the investment advisory fee, but not
     including brokerage commissions, interest, taxes, and extraordinary
     expenses) exceed 2-1/2% per year of the first $30 million of average
     net assets, 2% per year of the next $70 million of average net assets,
     and 1-1/2% per year of the remaining average net assets, the adviser
     will reimburse the Fund for its expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the adviser
     will be limited, in any single fiscal year, by the amount of the
     investment advisory fees.
     This arrangement is not part of the advisory contract and may be
     amended or rescinded in the future.
   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
Directors. The adviser may select brokers and dealers who offer brokerage
and research services. These services may be furnished directly to the Fund
or to the adviser and may include: advice as to the advisability of
investing in securities; security analysis and reports; economic studies;
industry studies; receipt of quotations for portfolio evaluations; and
similar services. Research services provided by brokers and dealers may be


used by the adviser or its affiliates in advising the Fund 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 May 31, 1996, 1995, and
1994, the Fund paid no brokerage commissions. 
   Although investment decisions for the Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
the Fund may make may also be made by those other accounts. When the Fund
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 Fund or
the size of the position obtained or disposed of by the Fund. In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.     
   OTHER SERVICES    

   FUND ADMINISTRATION    
   Federated Services Company, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. From March 1, 1994, to March 1, 1996,
Federated Administrative Services served as the Fund's Administrator. Prior
to March 1, 1994, Federated Administrative Services, Inc. served as the


Fund's Administrator. Both former Administrators are subsidiaries of
Federated Investors. For purposes of this Statement of Additional
Information, Federated Services Company, Federated Administrative Services,
and Federated Administrative Services, Inc. may hereinafter collectively be
referred to as the `Administrators.'' For the fiscal years ended May 31,
1996, 1995, and 1994, the Administrators earned $460,924, $327,818, and
$441,499, respectively.     
CUSTODIAN AND PORTFOLIO ACCOUNTANT
   State Street Bank and Trust Company, Boston, MA, is custodian for the
securities and cash of the Fund. Federated Services Company, Pittsburgh,
PA, provides certain accounting and recordkeeping services with respect to
the Fund's portfolio investments. The fee paid for this service is based
upon the level of the Fund's average net assets for the period plus out-of-
pocket expenses.     
TRANSFER AGENT
   Federated Services Company, through its registered transfer agent,
Federated Shareholder Services Company, maintains all necessary shareholder
records. For its services, the transfer agent receives a fee based on the
size, type, and number of accounts and transactions made by shareholders.
    
   INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accountants for the Fund are Deloitte & Touche LLP,
Pittsburgh, PA.     
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT

These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services, to stimulate
distribution activities and to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's


particular circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing office space,
equipment, telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Fund will
be able to achieve a more predictable flow of cash for investment purposes
and to meet redemptions. This will facilitate more efficient portfolio
management and assist the Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served by the Fund's
objectives, and properly servicing these accounts, it may be possible to
curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail; (3)
enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.
   For the fiscal year ended May 31, 1996, payments in the amount of
$2,132,690 were made pursuant to the Distribution Plan, of which $1,523,350
was voluntarily waived and $609,340 was paid to financial institutions. In
addition, for this period, the Fund paid Shareholder Services fees in the
amount of $1,523,350.     
DETERMINING NET ASSET VALUE

The Directors 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 Fund computed by dividing the annualized daily income on the Fund'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 Fund'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 Directors 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
Fund'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
Directors 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 Directors
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 Fund is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Fund'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 Directors determine that further payments should be in
kind. In such cases, the Fund will pay all or a portion of the remainder of
the redemption in portfolio instruments valued in the same way as the Fund
determines net asset value. The portfolio instruments will be selected in a
manner that the Directors 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 FUND'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Fund must, among other requirements:  derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its
net income earned during the year.
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 Fund, the performance will be reduced for those
shareholders paying those fees.
YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the `base period.'' This yield is computed by:
determining the net change in the value of a hypothetical account with a
balance of one share at the beginning of the base period, with the net
change excluding capital changes but including the value of any additional
shares purchased with dividends earned from the original one share and all
dividends declared on the original and any purchased shares; dividing the
net change in the account's value by the value of the account at the
beginning of the base period to determine the base period return; and
multiplying the base period return by 365/7.
   The Fund's net yield for the seven-day period ended May 31, 1996, was
4.32%.    
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base
period return by: adding 1 to the base period return; raising the sum to
the 365/7th power; and subtracting 1 from the result.
   The Fund's effective yield for the seven-day period ended May 31, 1996,
was 4.42%.    
TOTAL RETURN
Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period
by the net asset value per share at the end of the period. The number of
shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the


period by any additional shares, assuming the monthly reinvestment of all
dividends and distributions.
   The Fund's average annual total returns for the one-year period and
five-year period ended May 31, 1996, and for the period from February 7,
1990 (date of initial public investment) through May 31, 1996 were 4.83%,
3.64%, and 4.35%, respectively.     
PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors should consider all relevant factors such as the composition of
any index used, prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities and compute
offering price. The financial publications and/or indices which the Fund
uses in advertising may include:
     OLIPPER 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.
     oDONOGHUE'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.
     oMONEY, a monthly magazine, regularly ranks money market funds in
      various categories based on the latest available seven-day effective
      yield.
   Advertising and other promotional literature may include charts, graphs
and other illustrations using the Fund's returns, or returns in general,
that demonstrate basic investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment. In addition,
the Fund can compare its performance, or performance for the types of


securities in which it invests, to a variety of other investments, such as
bank savings accounts, certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on
these developments by Fund portfolio managers and their views and analysis
on how such developments could affect the Fund. In addition, advertising
and sales literature may quote statistics and give general information
about the mutual fund industry, including the growth of the industry, from
sources such as the Investment Company Institute.     
ABOUT FEDERATED INVESTORS

   Federated Investors is dedicated to meeting investor needs which is
reflected in its investment decision making-structured, straightforward,
and consistent. This has resulted in a history of competitive performance
with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.     
   The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio managers,
analysts, and traders dedicated to specific market sectors. These traders
handle trillions of dollars in annual trading volume.     
   In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market
funds, a principal means used by money managers today to value money market
fund shares. Other innovations include the first institutional tax-free


money market fund. As of December 31, 1995, Federated Investors managed
more than $40.2 billion in assets across approximately 47 money market
funds, including 17 government, 10 prime, and 20 municipal with assets
approximating $20.9 billion, $11.5 billion and $7.8 billion, respectively.
    
   J. Thomas Madden, Executive Vice President, oversees Federated
Investors' equity and high yield corporate bond management while William D.
Dawson, Executive Vice President, oversees Federated Investors' domestic
fixed income management. Henry A. Frantzen, Executive Vice President,
oversees the management of Federated Investors' international portfolios.
    
MUTUAL FUND MARKET
   Twenty-seven percent of American households are pursuing their financial
goals through mutual funds. These investors, as well as businesses and
institutions, have entrusted over $3 trillion to the more than 5,500 funds
available.*     
Federated Investors, through its subsidiaries, distributes mutual funds for
a variety of investment applications. Specific markets include:
   INSTITUTIONAL CLIENTS    
   Federated Investors meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate accounts and mutual
funds for a variety of applications, including defined benefit and defined
contribution programs, cash management, and asset/liability management.
Institutional clients include corporations, pension funds, tax-exempt
entities, foundations/endowments, insurance companies, and investment and
financial advisers. The marketing effort to these institutional clients is
headed by John B. Fisher, President, Institutional Sales Division.     


TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than
1,500 banks and trust organizations. Virtually all of the trust divisions
of the top 100 bank holding companies use Federated funds in their clients'
portfolios. The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
   Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. Federated's service to
financial professionals and institutions has earned it high rankings in
DALBAR surveys. The marketing effort to these firms is headed by James F.
Getz, President, Broker/Dealer Division.     
FINANCIAL STATEMENTS

   The financial statements for Treasury Cash Series for the fiscal year
ended May 31, 1996, are incorporated herein by reference to the Annual
Report to Shareholders of Treasury Cash Series dated May 31, 1996.     


*Source: Investment Company Institute





PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:
          (a)  Financial Statements: Incorporated by reference to the
                                 Annual Reports to Shareholders of the
                                 Funds dated May 31, 1996 (File Nos. 33-
                                 29838 and 811-5843).
          (b)  Exhibits:
               (1)  Conformed copy of Articles of Incorporation of the
                    Registrant (7);
               (2)  Copy of By-Laws of the Registrant as a Maryland
                    corporation (9);
               (3)  Not applicable;
               (4)  Copy of Specimen Certificate for Shares of Beneficial
                    Interest of the Registrant (2);
               (5)  Conformed copy of Investment Advisory Contract of the
                    Registrant (7);
               (6)  Conformed copy of Administrative Support and
                    Distributor's Contract of the Registrant (3);
                    (i)  The Registrant hereby incorporates the conformed
                         copy of the specimen Mutual Funds Sales and
                         Service Agreement; Mutual Funds Service Agreement
                         and Plan Trustee/Mutual Funds Service Agreement


                         from Item 24(b)6 of the Cash Trust Series II
                         Registration Statement on Form N-1A, filed with
                         the Commission on July 24, 1995. (File Nos. 33-
                         38550 and 811-6269);
               (7)  Not applicable;
               (8)  Conformed copy of Custodian Contract of the Registrant
                    (9);
               (9)  (i)  Conformed copy of Agreement for Fund Accounting
                         Services, Administrative Services, Shareholder
                         Recordkeeping Services, and Custody Services
                         Procurment (10);
                    (ii) The responses described in Item 24(b)6 are hereby
                         incorporated by reference;
               (10) Conformed copy of Opinion and Consent of Counsel as to
                    legality of shares being registered (3);
               (11) Conformed copy of Consent of the Independent Auditors;
                    +
               (12) Not applicable;




+ Exhibits have been filed electronically.

2.Response is incorporated by reference to Registrant's Pre-Effective
  Amendment No. 1 on Form N-1A filed August 14, 1989 (File Nos. 33-29838
  and 811-5843).


3.Response is incorporated by reference to Registrant's Post-Effective
  Amendment No. 1 on Form N-1A filed December 6, 1989 (File Nos. 33-29838
  and 811-5843).
7.Response is incorporated by reference to Registrant's Post-Effective
  Amendment No. 9 on Form N-1A filed September 23, 1993 (File Nos. 33-
  29838 and 811-5843).
9.Response is incorporated by reference to Registrant's Post-Effective
  Amendment No. 13 filed September 27, 1995 (File Nos. 33-29838 and 811-
  5843).
 .Response is incorporated by reference to Registrant's Post-Effective
  Amendment No. 14 filed September 25, 1996 (File Nos. 33-29838 and 811-
  5843).


               (13) Conformed copy of Initial Capital Understanding (2);
               (14) Not applicable;
               (15) The responses described in Item 24(b) are hereby
                    incorporated by reference;
               (16) Copy of Schedule for Computation of Fund Performance
                    Data (4);
               (17) Copy of Financial Data Schedules; +
               (18) Not applicable;
               (19) Conformed copy of Power of Attorney (10).


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

          None



Item 26.  Number of Holders of Securities:

                                        Number of Record Holders
          Title of Class                 as of September 3, 1996
                                        -     -                 --
          Shares of Beneficial Interest

          Municipal Cash Series                12,273
          Prime Cash Series                   212,278
          Treasury Cash Series                  7,807
          Government Cash Series               15,257


Item 27.  Indemnification:  (1)


Item 28.  Business and Other Connections of Investment Adviser:

          (a)For a description of the other business of the investment
             adviser, see the section entitled "Fund Information -
             Management of the Fund'' in Part A.  The affiliations with
             the Registrant of four of the Trustees and one of the
             Officers of the investment adviser are included in Part B of
             this Registration Statement under "Cash Trust Series, Inc.,
             Management - Officers and Directors."  The remaining Trustee
             of the investment adviser, his position with the investment
             adviser, and, in parentheses, his principal occupation is:
             Mark D. Olson (Partner, Wilson, Halbrook & Bayard), 107 West
             Market Street, Georgetown, Delaware  19947.






+ Exhibits have been filed electronically.

1.Response is incorporated by reference to Registrant's Initial
  Registration Statement on Form N-1A filed July 13, 1989 (File Nos. 33-
  29838 and 811-5843).
2.Response is incorporated by reference to Registrant's Pre-Effective
  Amendment No. 1 on Form N-1A filed August 14, 1989 (File Nos. 33-29838
  and 811-5843).
4.Response is incorporated by reference to Registrant's Post-Effective
  Amendment No. 3 on Form N-1A filed July 23, 1990 (File Nos. 33-29838 and
  811-5843).
 .Response is incorporated by reference to Registrant's Post-Effective
  Amendment No. 14 filed September 25, 1996 (File Nos. 33-29838 and 811-
  5843).


             The remaining Officers of the investment adviser are: William
             D. Dawson, III, Henry A. Frantzen, J. Thomas Madden, Mark L.
             Mallon, Executive Vice Presidents; Peter R. Anderson, Drew J.
             Collins, Jonathan C. Conley, Mark Durbiano, J. Alan Minteer
             and Mary Jo Ochson, Senior Vice Presidents; J. Scott
             Albrecht, Joseph M. Balestrino, Randall A. Bauer, David F.
             Belton, David A. Briggs, Kenneth J. Cody, Deborah A.
             Cunningham, Alexandre de Bethmann, Michael P. Donnelly, Linda
             A. Duessel, Kathleen M. Foody-Malus, Thomas M. Franks, Edward


             C. Gonzales, James E. Grefenstette, Stephen A. Keen, Robert
             M. Kowit, Mark S. Kopinski, Jeff A. Kozemchak, Marian R.
             Marinack, Sandra L. McInerney, Susan M. Nason, Robert J.
             Ostrowski, Charles A. Ritter, Frank Semack, William F. Stotz,
             Tracy P. Stouffer, Edward J. Tiedge, Christopher H. Wiles and
             Jolanta M. Wysocka, Vice Presidents; Thomas R. Donahue,
             Treasurer; and Stephen A. Keen, Secretary.  The business
             address of each of the Officers of the investment adviser is
             Federated Investors Tower, Pittsburgh, Pennsylvania  15222-
             3779.  These individuals are also officers of a majority of
             the investment advisers to the Funds listed in Part B of this
             Registration Statement.


Item 29.  Principal Underwriters:

          (a)  Federated Securities Corp., the Distributor for shares of
          the Registrant, also acts as principal underwriter for the
          following open-end investment companies: 111 Corcoran Funds;
          Annuity Management Series; Arrow Funds; Automated Government
          Money Trust; BayFunds; Blanchard Funds; Blanchard Precious Metals
          Fund, Inc.; Cash Trust Series II; DG Investor Series; Edward D.
          Jones & Co. Daily Passport Cash Trust;  Federated Adjustable Rate
          U.S. Government Fund, Inc.; Federated American Leaders Fund,
          Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
          Equity Income Fund, Inc.; Federated Fund for U.S. Government
          Securities, Inc.; Federated GNMA Trust; Federated Government
          Income Securities, Inc.; Federated Government Trust; Federated
          High Income Bond Fund, Inc.; Federated High Yield Trust;


          Federated Income Securities Trust; Federated Income Trust;
          Federated Index Trust; Federated Institutional Trust; Federated
          Insurance Series; Federated Investment Portfolios; Federated
          Investment Trust; Federated Master Trust; Federated Municipal
          Opportunities Fund, Inc.; Federated Municipal Securities Fund,
          Inc.; Federated Municipal Trust; Federated Short-Term Municipal
          Trust; Federated Short-Term U.S. Government Trust; Federated
          Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-
          Free Trust; Federated Total Return Series, Inc.; Federated U.S.
          Government Bond Fund; Federated U.S. Government Securities Fund:
          1-3 Years; Federated U.S. Government Securities Fund: 2-5 Years;
          Federated U.S. Government Securities Fund: 5-10 Years; Federated
          Utility Fund, Inc.; First Priority Funds; Fixed Income
          Securities, Inc.; High Yield Cash Trust; Independence One Mutual
          Funds; Intermediate Municipal Trust; International Series, Inc.;
          Investment Series Funds, Inc.; Investment Series Trust; Liberty
          U.S. Government Money Market Trust; Liquid Cash Trust; Managed
          Series Trust; Marshall Funds, Inc.; Money Market Management,
          Inc.; Money Market Obligations Trust; Money Market Trust;
          Municipal Securities Income Trust; Newpoint Funds; Peachtree
          Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds; Star Funds;
          Targeted Duration Trust; Tax-Free Instruments Trust; The Biltmore
          Funds; The Biltmore Municipal Funds; The Monitor Funds; The
          Planters Funds; The Starburst Funds; The Starburst Funds II; The
          Virtus Funds; Tower Mutual Funds; Trust for Financial
          Institutions; Trust for Government Cash Reserves; Trust for
          Short-Term U.S. Government Securities; Trust for U.S. Treasury
          Obligations; Vision Group of Funds, Inc.; andWorld Investment
          Series, Inc.



             Federated Securities Corp. also acts as principal underwriter
             for the following closed-end investment company:  Liberty
             Term Trust, Inc.- 1999.

          (b)

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


Richard B. Fisher         Director, Chairman, Chief    Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
                          Secretary, and Asst.
                          Treasurer, Federated
                          Securities Corp.

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

Thomas R. Donahue         Director, Assistant Secretary,
Federated Investors Tower Assistant Treasurer
Pittsburgh, PA 15222-3779 Federated Securities Corp

John B. Fisher            President-Institutional Sales,    --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

James F. Getz             President-Broker/Dealer,     --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer        Executive Vice President of       --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779




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


James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Keith Nixon               Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV       Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion        Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John B. Bohnet            Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

Byron F. Bowman           Vice President, Secretary,        --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dale R. Browne            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Leonard Corton, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779


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


Laura M. Deger            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald     Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John K. Goettlicher       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James E. Hickey           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joeseph Kennedy        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Steven A. La Versa        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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


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


Robert D. Oehlschlager    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas A. Peters III      Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

Robert F. Phillips        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward L. Smith           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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



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

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

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

Miles J. Wallace          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Edward J. Wojnarowski     Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779


       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices


 Business Address            With Underwriter               With Registrant


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

Edward R. Bozek           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings      Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley             Treasurer,                   --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Leslie K. Platt           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

          (c)  Not applicable.



Item 30.  Location of Accounts and Records:

          All accounts and records required to be maintained by Section
          31(a) of the Investment Company Act of 1940 and Rules 31a-1
          through 31a-3 promulgated thereunder are maintained at one of the
          following locations:

          Registrant                     Federated Investors Tower
                                         Pittsburgh, PA 15222-3779

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

          Federated Administrative       Federated Investors Tower
          Services                       Pittsburgh, PA 15222-3779
          Administrator

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

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


Item 31.  Management Services:  Not applicable.


Item 32.  Undertakings:

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

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



                                SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, CASH TRUST SERIES, INC.,
certifies that it meets all of the requirements for effectiveness of this
Amendent to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 27th day of September, 1996.

                          CASH TRUST SERIES, INC.


               BY: /s/ S. Elliott Cohan
               S. Elliott Cohan, Assistant Secretary
               Attorney in Fact for John F. Donahue
               September 27, 1996


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

   NAME                       TITLE                         DATE

By:/s/ S. Elliott Cohan
   S. Elliott Cohan         Attorney In Fact    September 27, 1996
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Richard B. Fisher*          President

John W. McGonigle*          Treasurer and Executive
                            Vice President (Principal
                            Financial and Accounting
                            Officer)


Thomas G. Bigley*           Director

John T. Conroy, Jr.*        Director

William J. Copeland*        Director

James E. Dowd*              Director

Lawrence D. Ellis, M.D.*    Director

Edward L. Flaherty, Jr.*    Director

Peter E. Madden*            Director

Gregor F. Meyer*            Director

John E. Murray, Jr.*        Director

Wesley W. Posvar*           Director

Marjorie P. Smuts*          Director

* By Power of Attorney 






                                                 Exhibit 11 under Form N-1A
                                         Exhibit 23 under Item 601/Reg. S-K



INDEPENDENT AUDITORS' CONSENT

To the Board of Directors and Shareholders of
   CASH TRUST SERIES, INC.:

We consent to the incorporation by reference in Post-Effective Amendment
No. 15 to Registration Statement (No. 33-29838)of Cash Trust Series, Inc.
(comprising the following portfolios:  Prime Cash Series, Treasury Cash
Series, Government Cash Series and Municipal Cash Series) of our report
dated July 10, 1996, appearing in the Annual Report, which is incorporated
by reference in such Registration Statement, and to the reference to us
under the heading `Financial Highlights'' in such Prospectus.



By:DELOITTE & TOUCHE
   Deloitte & Touche

Pittsburgh, Pennsylvania
September 26, 1996


<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   01                                             
     <NAME>                     Cash Trust Series                              
                                Government Cash Series                         
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               May-31-1996                                    
<PERIOD-END>                    May-31-1996                                    
<INVESTMENTS-AT-COST>           454,312,678                                    
<INVESTMENTS-AT-VALUE>          454,312,678                                    
<RECEIVABLES>                   4,165,601                                      
<ASSETS-OTHER>                  0                                              
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  458,478,279                                    
<PAYABLE-FOR-SECURITIES>        7,492,619                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       2,856,951                                      
<TOTAL-LIABILITIES>             10,349,570                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        448,128,709                                    
<SHARES-COMMON-STOCK>           448,128,709                                    
<SHARES-COMMON-PRIOR>           453,095,757                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    448,128,709                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               27,721,482                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  4,795,919                                      
<NET-INVESTMENT-INCOME>         22,925,563                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           22,925,563                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       22,925,563                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         3,204,189,310                                  
<NUMBER-OF-SHARES-REDEEMED>     3,227,241,493                                  
<SHARES-REINVESTED>             18,085,135                                     
<NET-CHANGE-IN-ASSETS>          (4,967,048)                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           2,411,464                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 6,236,314                                      
<AVERAGE-NET-ASSETS>            482,292,860                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.050                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.050                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.99                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   02                                             
     <NAME>                     Cash Trust Series, Inc.                        
                                Municipal Cash Series                          
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               May-31-1996                                    
<PERIOD-END>                    May-31-1996                                    
<INVESTMENTS-AT-COST>           476,883,371                                    
<INVESTMENTS-AT-VALUE>          476,883,371                                    
<RECEIVABLES>                   3,867,741                                      
<ASSETS-OTHER>                  408,935                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  481,160,047                                    
<PAYABLE-FOR-SECURITIES>        1,785,000                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       770,496                                        
<TOTAL-LIABILITIES>             2,555,496                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        478,604,551                                    
<SHARES-COMMON-STOCK>           478,604,551                                    
<SHARES-COMMON-PRIOR>           445,163,800                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    478,604,551                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               19,738,911                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  4,928,525                                      
<NET-INVESTMENT-INCOME>         14,810,386                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           14,810,386                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       14,810,386                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         2,133,541,489                                  
<NUMBER-OF-SHARES-REDEEMED>     2,113,929,309                                  
<SHARES-REINVESTED>             13,828,571                                     
<NET-CHANGE-IN-ASSETS>          33,440,751                                     
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           2,478,141                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 6,557,698                                      
<AVERAGE-NET-ASSETS>            495,627,270                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.030                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.030                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.99                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   03                                             
     <NAME>                     Cash Trust Series, Inc.                        
                                Prime Cash Series                              
                                                                               
<PERIOD-TYPE>                   12-Mos                                         
<FISCAL-YEAR-END>               May-31-1996                                    
<PERIOD-END>                    May-31-1996                                    
<INVESTMENTS-AT-COST>           1,549,557,633                                  
<INVESTMENTS-AT-VALUE>          1,549,557,633                                  
<RECEIVABLES>                   5,766,536                                      
<ASSETS-OTHER>                  1,543,438                                      
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  1,556,867,607                                  
<PAYABLE-FOR-SECURITIES>        9,728,550                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       7,903,550                                      
<TOTAL-LIABILITIES>             17,632,100                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        1,539,235,507                                  
<SHARES-COMMON-STOCK>           1,539,235,507                                  
<SHARES-COMMON-PRIOR>           1,027,083,278                                  
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    1,539,235,507                                  
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               77,214,795                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  13,307,107                                     
<NET-INVESTMENT-INCOME>         63,907,688                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           63,907,688                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       63,907,688                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         6,213,736,052                                  
<NUMBER-OF-SHARES-REDEEMED>     5,762,005,353                                  
<SHARES-REINVESTED>             60,421,530                                     
<NET-CHANGE-IN-ASSETS>          512,152,229                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           6,691,023                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 18,446,316                                     
<AVERAGE-NET-ASSETS>            1,338,204,567                                  
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.050                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.050                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.99                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>

<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   04                                             
     <NAME>                     Cash Trust Series                              
                                Treasury Cash Series                           
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               May-31-1996                                    
<PERIOD-END>                    May-31-1996                                    
<INVESTMENTS-AT-COST>           595,964,945                                    
<INVESTMENTS-AT-VALUE>          595,964,945                                    
<RECEIVABLES>                   5,170,727                                      
<ASSETS-OTHER>                  195,779                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  601,331,451                                    
<PAYABLE-FOR-SECURITIES>        5,977,602                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       1,623,777                                      
<TOTAL-LIABILITIES>             7,601,379                                      
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        593,730,072                                    
<SHARES-COMMON-STOCK>           593,730,072                                    
<SHARES-COMMON-PRIOR>           424,091,232                                    
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    593,730,072                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               34,705,463                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  6,059,276                                      
<NET-INVESTMENT-INCOME>         28,646,187                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           28,646,187                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       28,646,187                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         3,620,620,510                                  
<NUMBER-OF-SHARES-REDEEMED>     3,473,572,068                                  
<SHARES-REINVESTED>             22,590,400                                     
<NET-CHANGE-IN-ASSETS>          169,638,842                                    
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           3,046,700                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 7,801,481                                      
<AVERAGE-NET-ASSETS>            609,339,976                                    
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.050                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.050                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.99                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


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