CASH TRUST SERIES
485BPOS, 1996-09-25
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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.   14   ...........        X
                                --  --                 --- --

                                  and/or

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

   Amendment No.     12    .......................        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).





CASH TRUST SERIES, INC.
PRIME CASH SERIES
TREASURY CASH SERIES
GOVERNMENT CASH SERIES
MUNICIPAL CASH SERIES
   
PROSPECTUS
    

   
This prospectus offers shares in Prime Cash Series (the "Prime Fund"), Treasury
Cash Series (the "Treasury Fund"), Government Cash Series (the "Government
Fund"), and Municipal Cash Series (the "Municipal Fund"). Each of these Funds is
a separate money-market portfolio of Cash Trust Series, Inc. (the "Company").
Except for the Municipal Fund, each Fund seeks current income consistent with
stability of principal and liquidity. The Municipal Fund seeks current income
exempt from federal regular income tax consistent with stability of principal.
    

   
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. EACH
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE CAN
BE NO ASSURANCE THAT A FUND WILL BE ABLE TO DO SO.
    

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

   
Each Fund has also filed a Statement of Additional Information dated September
30, 1996, with the Securities and Exchange Commission ("SEC"). The information
contained in each Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of a Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about a Fund, contact your financial
institution. The Statement of Additional Information, material incorporated by
reference into this document, and other information regarding the Funds is
maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).
    

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

   
Prospectus dated September 30, 1996
    
- -------------------------------------------------------
                         -------------------------------------------------------
                               TABLE OF CONTENTS
Summary of Fund Expenses.......................................................1

   
Financial Highlights...........................................................2
    
   
  Prime Cash Series
    
   
  Treasury Cash Series
    

   
Financial Highlights...........................................................3
    
   
  Government Cash Series
    
   
  Municipal Cash Series
    

   
General Information............................................................4
    

   
Investment Information.........................................................4
    
   
  Investment Objective.........................................................4
    
   
  Investment Policies..........................................................4
    
   
  More About the Municipal Fund................................................8
    
   
  Investment Limitations.......................................................9
    

   
Fund Information..............................................................10
    
   
  Management of the Funds.....................................................10
    
   
  Distribution of Shares......................................................11
    
   
  Administration of the Funds.................................................12
    

   
Net Asset Value...............................................................12
    

   
How to Purchase Shares........................................................13
    
   
  Purchasing Shares Through a
    
   
     Financial Institution....................................................13
    
   
  Purchasing Shares by Wire...................................................13
    
   
  Purchasing Shares by Check..................................................13
    
   
  Special Purchase Features...................................................13
    

   
How to Redeem Shares..........................................................14
    
   
  Redeeming Through a Financial
     Institution..............................................................14
    
   
  Redeeming Shares by Telephone...............................................14
    
   
  Redeeming Shares by Mail....................................................14
    
   
  Special Redemption Features.................................................15
    

   
Account and Share Information.................................................16
    
   
Tax Information...............................................................17
    
   
  Federal Income Tax..........................................................17
    
   
  State and Local Taxes.......................................................17
    

   
Performance Information.......................................................18
    

   
Addresses.....................................................................19
    
- -------------------------------------------------------
                         -------------------------------------------------------

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

<TABLE>
<CAPTION>
                                               ANNUAL FUND OPERATING EXPENSES
                                          (As a percentage of average net assets)

                                                      GOVERNMENT            MUNICIPAL               PRIME            TREASURY
                                                     CASH SERIES           CASH SERIES           CASH SERIES        CASH SERIES
<S>                                              <C>        <C>        <C>        <C>        <C>        <C>        <C>      <C>
Management Fee
  (after waiver) (1)...........................             0.45%                 0.42%                 0.37%               0.46%
12b-1 Fee (2)..................................             0.10%                 0.10%                 0.10%               0.10%
Total Other Expenses...........................             0.44%                 0.47%                 0.52%               0.43%
     Shareholder Services Fee..................  0.25%                 0.25%                 0.25%                 0.25%
          Total Fund Operating Expenses (3)....             0.99%                 0.99%                 0.99%               0.99%

</TABLE>


(1)  The management fees have been reduced to reflect the voluntary waivers of a
     portion of the management fees. The adviser can terminate these voluntary
     waivers at any time at its sole discretion. The maximum management fees are
     0.50%

(2)  The maximum 12b-1 fees are 0.35%. The 12b-1 fee has been reduced to reflect
     the voluntary waiver of a portion of the 12b-1 fee. The distributor can
     terminate this voluntary waiver at any time at its sole discretion.

(3)  The Total Fund Operating Expenses would have been 1.29%, 1.32%, 1.37%, and
     1.28% absent the voluntary waivers of a portion of the management fees for
     Government Cash Series, Municipal Cash Series, Prime Cash Series, and
     Treasury Cash Series Funds, respectively.

   
     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Fund Information." Wire transferred redemptions of less than
$5,000 may be subject to additional fees.
    
<TABLE>
<CAPTION>
EXAMPLE                                                                      1 year     3 years    5 years    10 years
<S>                                                                         <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment on any Fund in
the Cash Trust Series, Inc., assuming (1) a 5% annual return and (2)
redemption at the end of each time period:................................     $10        $32        $55        $121
</TABLE>


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

- -------------------------------------------------------
                         -------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
                            CASH TRUST SERIES, INC.
- --------------------------------------------------------------------------------
   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
The following tables have been audited by Deloitte & Touche LLP, the Funds'
independent auditors. Their reports, dated July 10, 1996, on each Fund's
financial statements for the year ended May 31, 1996, and on the following
tables for each of the periods presented, are included in each Fund's Annual
Report, which are incorporated by reference. These tables should be read in
conjunction with each Fund's financial statements and notes thereto, which may
be obtained from a Fund.
    
<TABLE>
<CAPTION>
                                                                        PRIME CASH SERIES
                                                                       YEAR ENDED MAY 31,

<CAPTION>
                                            1996       1995       1994       1993       1992       1991       1990(A)
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $    1.00   $  1.00     $  1.00    $  1.00    $  1.00    $  1.00     $  1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
  Net investment income                        0.05      0.05        0.02       0.03       0.04       0.07        0.06
- ----------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------
  Distributions from net investment
  income                                      (0.05)     (0.05)     (0.02)     (0.03)     (0.04)     (0.07)      (0.06)
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD            $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
TOTAL RETURN (B)                               4.90%      4.60%      2.48%      2.61%      4.37%      6.99%       6.56%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
  Expenses                                     0.99%      0.99%      0.99%      0.99%      0.98%      0.94%       0.73%*
- ----------------------------------------
  Net investment income                        4.78%      4.57%      2.45%      2.58%      4.21%      6.50%       7.82%*
- ----------------------------------------
  Expense waiver/reimbursement (c)             0.38%      0.20%      0.18%      0.15%      0.22%      0.44%       0.46%*
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
  Net assets, end of period (000
  omitted)                               $1,539,235 $1,027,083   $791,147   $796,832   $750,016   $562,465    $189,254
- ----------------------------------------
</TABLE>


 * Computed on an annualized basis.
(a) Reflects operations for the period from August 18, 1989 (date of initial
    public investment) to May 31, 1990.
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.
<TABLE>
<CAPTION>
                                                                      TREASURY CASH SERIES
                                                                       YEAR ENDED MAY 31,
<CAPTION>
                                            1996       1995       1994       1993       1992       1991       1990(A)
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
  Net investment income                        0.05       0.04       0.02       0.02       0.04       0.07        0.02
- ----------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------
  Distributions from net investment
  income                                      (0.05)     (0.04)     (0.02)     (0.02)     (0.04)     (0.07)      (0.02)
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD            $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
TOTAL RETURN (B)                               4.83%      4.34%      2.37%      2.47%      4.24%      6.83%       2.42%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
  Expenses                                     0.99%      0.99%      0.99%      0.99%      0.98%      0.88%       0.60%*
- ----------------------------------------
  Net investment income                        4.70%      4.26%      2.33%      2.46%      4.18%      6.39%       7.75%*
- ----------------------------------------
  Expense waiver/reimbursement (c)             0.29%      0.08%      0.10%      0.04%      0.04%      0.22%       0.44%*
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
  Net assets, end of period (000
  omitted)                                 $593,730   $424,091   $427,005   $532,334   $638,761   $713,430    $127,800
- ----------------------------------------
</TABLE>


 * Computed on an annualized basis.
(a) Reflects operations for the period from February 7, 1990 (date of initial
    public investment) to May 31, 1990.
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

   
Further information about each Fund's performance is contained in each Fund's
Annual Report dated May 31, 1996, which can be obtained free of charge.
    

- -------------------------------------------------------
                         -------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
                            CASH TRUST SERIES, INC.
- --------------------------------------------------------------------------------

   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
The following tables have been audited by Deloitte & Touche LLP, the Funds'
independent auditors. Their reports, dated July 10, 1996, on each Fund's
financial statements for the year ended May 31, 1996, and on the following
tables for the periods presented, are included in each Fund's Annual Report,
which are incorporated by reference. These tables should be read in conjunction
with each Fund's financial statements and notes thereto, which may be obtained
from a Fund.
    
<TABLE>
<CAPTION>
                                                                     GOVERNMENT CASH SERIES
                                                                       YEAR ENDED MAY 31,

<CAPTION>
                                            1996       1995       1994       1993       1992       1991       1990(A)
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
  Net investment income                        0.05       0.04       0.02       0.03       0.04       0.07        0.06
- ----------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------
  Distributions from net investment
  income                                      (0.05)     (0.04)     (0.02)     (0.03)     (0.04)     (0.07)      (0.06)
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD            $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL RETURN (B)                               4.85%      4.43%      2.45%      2.54%      4.33%      6.80%       6.53%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
  Expenses                                     0.99%      0.99%      0.99%      0.99%      0.98%      0.94%       0.73%*
- ----------------------------------------
  Net investment income                        4.75%      4.35%      2.41%      2.53%      4.25%      6.48%       7.74%*
- ----------------------------------------
  Expense waiver/reimbursement (c)             0.30%      0.08%      0.09%      0.06%      0.06%      0.13%       0.32%*
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
  Net assets, end of period (000
  omitted)                                 $448,129   $453,096   $401,334   $400,231   $550,675   $631,718    $493,995
- ----------------------------------------
</TABLE>


 * Computed on an annualized basis.
(a) Reflects operations for the period from August 23, 1989, (date of initial
    public investment) to May 31, 1990.
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.
<TABLE>
<CAPTION>
                                                                      MUNICIPAL CASH SERIES
                                                                       YEAR ENDED MAY 31,

<CAPTION>
                                            1996       1995       1994       1993       1992       1991       1990(A)
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
  Net investment income                        0.03       0.03       0.02       0.03       0.04       0.05        0.04
- ----------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------
  Distribution from net investment
  income                                      (0.03)     (0.03)     (0.02)     (0.03)     (0.04)     (0.05)      (0.04)
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD            $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00   $    1.00
- ----------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------  -----------
TOTAL RETURN (B)                               3.04%      2.84%      1.83%      2.11%      3.53%      5.24%       4.68%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
  Expenses                                     0.99%      0.99%      0.99%      0.99%      0.98%      0.94%       0.73%*
- ----------------------------------------
  Net investment income                        2.99%      2.76%      1.81%      2.10%      3.42%      5.02%       5.76%*
- ----------------------------------------
  Expense waiver/reimbursement (c)             0.33%      0.05%      0.06%      0.03%      0.03%      0.17%       0.45%*
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
  Net assets, end of period (000
  omitted)                                 $478,605   $445,164   $574,801   $456,205   $516,814   $403,151    $195,897
- ----------------------------------------
</TABLE>


 * Computed on an annualized basis.
   
(a) Reflects operations for the period from August 25, 1989 (date of initial
    public investment) to May 31, 1990.
    
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.

   
Further information about each Fund's performance is contained in each Fund's
Annual Report dated May 31, 1996, which can be obtained free of charge.
    

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

   
The Company was established as a Maryland corporation under Articles of
Incorporation dated February 1, 1993. The Articles of Incorporation permit the
Company to offer separate series of shares representing interests in separate
portfolios of securities. Each Fund is designed for customers of financial
institutions such as banks, fiduciaries, custodians of public funds, investment
advisers, and broker/dealers as a convenient means of accumulating an interest
in a professionally managed portfolio investing only in short-term money market
securities. A minimum initial investment of $10,000 is required, except for
retirement plans. The Municipal Fund may not be a suitable investment for
retirement plans because it invests primarily in municipal securities.
    
   
Each Fund attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.
    

- -------------------------------------------------------
                             INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

   
Each Fund pursues its investment objective by investing only in money market
securities maturing in 13 months or less. All securities must be denominated and
payable in U.S. dollars. The average maturity of the securities in each Fund's
portfolio, computed on a dollar-weighted basis, will be 90 days or less. The
Municipal Fund has a fundamental policy that at least 80% of its annual interest
income will be exempt from federal regular income tax. (Federal regular income
tax does not include the federal individual alternative minimum tax for
corporations.) Unless indicated otherwise, the investment policies 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
    
   
The Prime Fund invests in high quality money market instruments that are either
rated in one of the two highest short-term rating categories by one or more
nationally recognized statistical rating organizations or are of comparable
quality to securities having such ratings. Examples of these instruments
include, but are not limited to: domestic issues of corporate debt obligations,
including variable rate demand notes; commercial paper (including Canadian
Commercial Paper and Europaper); certificates of deposit, demand and time
deposits, bankers' acceptances and other instruments of domestic and foreign
banks and other deposit institutions ("Bank Instruments"); short-term credit
facilities; asset backed securities; obligations issued or guaranteed as to
payment of principal and interest by the U.S. government or one of its agencies
or instrumentalities; and other money market instruments.
    

   
The Treasury Fund invests only in U.S. Treasury securities, which are fully
guaranteed as to principal and interest by the United States.
    

   
The Government Fund invests only in U.S. government securities. These
instruments are either issued or guaranteed by the U.S. government, its
agencies, or instrumentalities. These securities include, but are not limited
to: direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes,
and bonds; notes, bonds, and discount notes issued or guaranteed by U.S.
government agencies and instrumentalities supported by the full faith and credit
of the United States; and notes, bonds, and discount notes of other U.S.
government agencies or instrumentalities which receive or have access to federal
funding. Some obligations issued or guaranteed by agencies or instrumentalities
of the U.S. government are backed by the full faith and credit of the U.S.
Treasury. No assurances can be given that the U.S. government will provide
financial support to other agencies or instrumentalities, since it is not
obligated to do so. These instrumentalities are supported by: the issuer's right
to borrow an amount limited to a specific line of credit from the U.S. Treasury;
discretionary authority of the U.S. government to purchase certain obligations
of an agency or instrumentality; or the credit of the agency or instrumentality.
    

   
The Municipal Fund invests primarily in debt obligations issued by or on behalf
of states, territories, and possessions of the United States, including the
District of Columbia, and any political subdivision or financing authority of
any of these, the income from which is, in the opinion of qualified legal
counsel, exempt from federal regular income tax ("Municipal Securities").
Examples of Municipal Securities include, but are not limited to: tax and
revenue anticipation notes issued to finance working capital needs in
anticipation of receiving taxes or other revenues; bond anticipation notes that
are intended to be refinanced through a later issuance of longer-term bonds;
municipal commercial paper and other short-term notes; variable rate demand
notes; municipal bonds (including bonds having serial maturities and pre-
refunded bonds) and leases; and participation, trust, and partnership interests
in any of the foregoing obligations.
    

                           VARIABLE RATE DEMAND NOTES
   
Variable rate demand notes are long-term debt instruments that have variable or
floating interest rates and provide the Prime Fund and the Municipal Fund with
the right to tender the security for repurchase at its stated principal amount
plus accrued interest. Such securities typically bear interest at a rate that is
intended to cause the securities to trade at par. The interest rate may float or
be adjusted at regular intervals (ranging from daily to annually), and is
normally based on a published interest rate or interest rate index. Most
variable rate demand notes allow the Prime Fund and the Municipal Fund to demand
the repurchase of the security on not more than seven days prior notice. Other
notes only permit these Funds to tender the security at the time of each
interest rate adjustment or at other fixed intervals. See "Demand Features." The
Prime Fund and the Municipal Fund treat variable rate demand notes as maturing
on the later of the date of the next interest rate adjustment or the date on
which the Fund may next tender the security for repurchase.
    

                                BANK INSTRUMENTS

   
The Prime Fund only invests in Bank Instruments either issued by an institution
having capital, surplus and undivided profits over $100 million, or insured by
the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF"). Bank Instruments may include Eurodollar Certificates of Deposit
("ECDs"), Yankee Certificates of Deposit ("Yankee CDs"), and Eurodollar Time
Deposits ("ETDs"). The Fund will treat securities credit enhanced with a bank's
letter of credit as Bank Instruments.
    
                            ASSET-BACKED SECURITIES
Asset-backed securities are securities issued by special purpose entities whose
primary assets consist of a pool of loans or accounts receivable. The securities
may take the form of beneficial interests in special purpose trusts, limited
partnership interests, or commercial paper or other debt securities issued by a
special purpose corporation. Although the securities often have some form of
credit or liquidity enhancement, payments on the securities depend predominantly
upon collections of the loans and receivables held by the issuer.

                          SHORT-TERM CREDIT FACILITIES

The Prime Fund may enter into, or acquire participations in, short-term
borrowing arrangements with corporations, consisting of either a short-term
revolving credit facility or a master note agreement payable upon demand. Under
these arrangements, the borrower may reborrow funds during the term of the
facility. The Prime Fund treats any commitments to provide such advances as a
standby commitment to purchase the borrower's notes.

   
                             REPURCHASE AGREEMENTS
    

Certain securities in which the Funds invest 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 Funds 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 a Fund, the Fund could receive less than the repurchase price on
any sale of such securities.

                               CREDIT ENHANCEMENT

   
Certain of the Prime Fund's and Municipal Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, default, or change in the credit quality of the party providing
the credit enhancement will adversely affect the quality and marketability of
the underlying security and could cause losses to the Prime Fund or the
Municipal Fund and affect their share prices. The Municipal Fund may have more
than 25% of its total assets invested in securities credit-enhanced by banks.
    

                                DEMAND FEATURES

   
The Prime Fund and Municipal Fund may acquire securities that are subject to
puts and standby commitments ("demand features") to purchase the securities at
their principal amount (usually with accrued interest) within a fixed period
(usually seven days) following a demand by the Funds. The demand feature may be
issued by the issuer of the underlying securities, a dealer in the securities,
or by another third party, and may not be transferred separately from the
underlying security. The Funds use these arrangements to provide the Funds with
liquidity and not to protect against changes in the market value of the
underlying securities. The bankruptcy, receivership, or default by the issuer of
the demand feature, or a default on the underlying security or other event that
terminates the demand feature before its exercise, will adversely affect the
liquidity of the underlying security. Demand features that are exercisable even
after a payment default on the underlying security may be treated as a form of
credit enhancement.
    

                 WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

   
Each of the Funds may purchase securities on a when-issued or delayed delivery
basis. These transactions are arrangements in which a Fund purchases securities
with payment and delivery scheduled for a future time. The seller's failure to
complete these transactions may cause a Fund to miss a price or yield considered
to be advantageous. Settlement dates may be a month or more after entering into
these transactions, and the market values of the securities purchased may vary
from the purchase prices. Accordingly, a Fund may pay more or less than the
market value of the securities on the settlement date.
    

A Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate to do so. In addition, a Fund may enter into transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. A Fund may realize short-term profits or losses upon the sale of such
commitments.

                        LENDING OF PORTFOLIO SECURITIES
   
As a matter of fundamental policy, in order to generate additional income, the
Prime Fund and Government Fund may lend their portfolio securities on a
short-term or long-term basis, or both, to broker/dealers, banks, or other
institutional borrowers of securities. The Funds will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the adviser
has determined are creditworthy under guidelines established by the Funds'
Directors and will receive collateral at all times equal to at least 100% of the
value of the securities loaned.
    

There is the risk that when lending portfolio securities, the securities may not
be available to a Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

                          CONCENTRATION OF INVESTMENTS

   
As a matter of fundamental policy, the Prime Fund may invest 25% or more of its
total assets in commercial paper issued by finance companies. The finance
companies in which the Prime Fund intends to invest can be divided into two
categories, commercial finance companies and consumer finance companies.
Commercial finance companies are principally engaged in lending to corporations
or other businesses. Consumer finance companies are primarily engaged in lending
to individuals. Captive finance companies or finance subsidiaries which exist to
facilitate the marketing and financial activities of their parent will, for
purposes of industry concentration, be classified in the industry of their
parent's corporation. In addition, the Prime Fund may invest 25% or more of the
value of its total assets in instruments 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. Concentrating investments in
one industry may subject the Fund to more risk than if it did not concentrate.
    

   
MORE ABOUT THE MUNICIPAL FUND
    

                            PARTICIPATION INTERESTS
   
The Municipal Fund may purchase interests in Municipal Securities from financial
institutions such as commercial and investment banks, savings associations, and
insurance companies. These interests may take the form of participations,
beneficial interests in a trust, partnership interests or any other form of
indirect ownership that allows the Municipal Fund to treat the income from the
investment as exempt from federal regular income tax. The Municipal Fund invests
in these participation interests in order to obtain credit enhancement or demand
features that would not be available through direct ownership of the underlying
Municipal Securities.
    

                                MUNICIPAL LEASES
   
Municipal leases are obligations issued by state and local governments or
authorities to finance the acquisition of equipment and facilities. They may
take the form of a lease, an installment purchase contract, a conditional sales
contract, or a participation interest in any of the above. Lease obligations may
be subject to periodic appropriation. Municipal leases are subject to certain
specific risks in the event of default or failure of appropriation.
    

                             TEMPORARY INVESTMENTS
   
From time to time, when the investment adviser determines that market conditions
call for a temporary defensive posture, the Municipal Fund may invest in
tax-exempt or taxable securities, all of comparable quality to other securities
in which the Municipal Fund invests, such as: obligations issued by or on behalf
of municipal or corporate issuers; obligations issued or guaranteed by the U.S.
government, its agencies, or instrumentalities; instruments issued by a U.S.
branch of a domestic bank or other deposit institutions having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of investment; and
repurchase agreements (arrangements in which the organization selling the
Municipal Fund a temporary investment agrees at the time of sale to repurchase
it at a mutually agreed upon time and price). Although the Municipal Fund is
permitted to make taxable, temporary investments, there is no current intention
to do so.
    

                              MUNICIPAL SECURITIES

   
Municipal Securities are generally issued to finance public works, such as
airports, bridges, highways, housing, hospitals, mass transportation projects,
schools, streets, and water and sewer works. They are also issued to repay
outstanding obligations, to raise funds for general operating expenses, and to
make loans to other public institutions and facilities. Municipal Securities
include industrial development bonds issued by or on behalf of public
authorities to provide financing aid to acquire sites or construct and equip
facilities for privately or publicly owned corporations. The availability of
this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment. The two principal
classifications of Municipal Securities are "general obligation" and "revenue"
bonds. General obligation bonds are secured by the issuer's pledge of its full
faith and credit and taxing power for the payment of principal and interest.
Interest on and principal of revenue bonds, however, are payable only from the
revenue generated by the facility financed by the bond or other specified
sources of revenue. Revenue bonds do not represent a pledge of credit or create
any debt of or charge against the general revenues of a municipality or public
authority. Industrial development bonds are typically classified as revenue
bonds.
    

   
Yields on Municipal Securities depend on a variety of factors, including: the
general conditions of the short-term municipal note market and of the municipal
bond market; the size of the particular offering; the maturity of the
obligations; and the rating of the issue. The ability of the Municipal Fund to
achieve its investment objective also depends on the continuing ability of the
issuers of Municipal Securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Municipal
Securities acceptable for purchase by the Municipal Fund could become limited.
    
   
The Municipal Fund may invest in Municipal Securities which are repayable out of
revenue streams generated from economically related projects or facilities
and/or whose issuers are located in the same state. Sizable investments in these
municipal securities could involve an increased risk to the Municipal Fund
should any of these related projects or facilities experience financial
difficulties.
    

   
Obligations of issuers of Municipal Securities are subject to the provisions of
bankruptcy, insolvency, and other laws affecting the rights and remedies of
creditors. In addition, the obligations of such issuers may become subject to
laws enacted in the future by Congress, state legislators, or referenda
extending the time for payment of principal and/or interest, or imposing other
constraints upon enforcement of such obligations or upon the ability of states
or municipalities to levy taxes. There is also the possibility that, as a result
of litigation or other conditions, the power or ability of any issuer to pay,
when due, the principal of and interest on its municipal securities may be
materially affected.

INVESTMENT LIMITATIONS

Each Fund will not borrow money directly or through reverse repurchase
agreements (arrangements in which a Fund sells a money market instrument for a
percentage of its cash value with an agreement to buy it back on a set date) or
pledge securities except, under certain circumstances, each Fund may borrow up
to one-third of the value of its total assets and pledge up to 10% of the total
assets to secure such borrowings.
    

The Prime Fund and the Municipal Fund may invest in restricted securities.
However, neither Fund may invest more than 10% of its total assets in these
securities, except for Section 4(2) commercial paper in the case of the Prime
Fund, and except for restricted securities determined to be liquid under
criteria established by the Directors in the case of the Municipal Fund.

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

None of the Funds will invest more than 10% of its net assets in illiquid
securities, including repurchase agreements providing for settlement in more
than seven days after notice.

- -------------------------------------------------------
                                FUND INFORMATION
MANAGEMENT OF THE FUNDS

                               BOARD OF DIRECTORS

   
The Funds are managed by a Board of Directors. The Directors are responsible for
managing each Fund's business affairs and for exercising all the Company's
powers except those reserved for the shareholders. An Executive Committee of the
Board of Directors handles the Board's responsibilities between meetings of the
Board.
    
                               INVESTMENT ADVISER
   
Investment decisions for each Fund are made by Federated Advisers, the Funds'
investment adviser, subject to direction by the Directors. The adviser
continually conducts investment research and supervision for each Fund and is
responsible for the purchase and sale of portfolio instruments.
    
                                 ADVISORY FEES
   
The adviser receives an annual investment advisory fee equal to .50% of each
Fund's average daily net assets. The adviser has undertaken to reimburse each
Fund up to the amount of the advisory fee for operating expenses in excess of
limitations established by certain states. Also, the adviser may voluntarily
choose to waive a portion of its fee or reimburse other expenses of a Fund, but
reserves the right to terminate such waiver or reimbursement at any time at its
sole discretion.
    
                              ADVISER'S BACKGROUND
   
Federated Advisers, a Delaware business trust, organized on April 11, 1989, is a
registered investment adviser under the Investment Advisers Act of 1940. It is a
subsidiary of Federated Investors. All of the Class A (voting) shares of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, Chairman and Trustee of Federated Investors, Mr. Donahues wife, and Mr.
Donahue's son, J. Christopher Donahue, who is President and Trustee of Federated
Investors.
    

   
Federated Advisers and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $80 billion invested across more than 250 funds
under management and/or administration by its subsidiaries, as of December 31,
1995, Federated Investors is one of the largest mutual fund investment managers
in the United States. With more than 1,800 employees, Federated continues to be
led by the management who founded the company in 1955. Federated funds are
presently at work in and through 4,000 financial institutions nationwide. More
than 100,000 investment professionals have selected Federated funds for their
clients.
    

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

DISTRIBUTION OF SHARES
   
Federated Securities Corp. is the principal distributor for shares of each Fund.
It is a Pennsylvania corporation organized on November 14, 1969, and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.
    
   
State securities laws may require certain financial institutions such as
depository institutions to register as dealers.
    
                          DISTRIBUTION AND SHAREHOLDER
                                    SERVICES
   
Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the 'Plan'), the distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers and
brokers/dealers to provide distribution and/or administrative services as agents
for their clients or customers. These services may include, but are not limited
to the following functions: providing office space, equipment, telephone
facilities, and various personnel including clerical, supervisory, and computer
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
regarding the Funds; assisting clients in changing dividend options, account
designations, and addresses; and providing such other services as the Funds
reasonably request.
    
   
The distributor will pay financial institutions a fee based upon shares subject
to the Plan and owned by their clients or customers. The schedules of such fees
and the basis upon which such fees will be paid will be determined from time to
time by the Directors of the Funds provided that for any period the total amount
of these fees shall not exceed an annual rate of .35% of the average net asset
value of shares subject to the Plan held during the period by clients or
customers of financial institutions. The current annual rate of such fees is
 .35%. Any fees paid by the distributor under the Plan, will be reimbursed from
the assets of a Fund.
    

   
In addition, each Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
a Fund may make payments up to .25% of the average daily net asset value of each
Fund to obtain personal services for shareholders and for the maintenance of
shareholder accounts. Under the Shareholder Services Agreement, Federated
Shareholders Services will either perform shareholder services directly or will
select financial institutions to perform shareholder services. From time to time
and for such periods as deemed appropriate, the amounts stated above may be
reduced voluntarily. Financial institutions will receive fees based upon shares
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by each
Fund and Federated Shareholder Services.
    

   
                            SUPPLEMENTAL PAYMENTS TO
                             FINANCIAL INSTITUTIONS
    

   
In addition to payments made pursuant to the Distribution Plan, Federated
Securities Corp. from its own assets, may pay financial institutions
supplemental fees for the performance of substantial sales services,
distribution-related support services, or shareholder services.
    

   
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Funds. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support
furnished by the financial institution. Any payments made by the distributor may
be reimbursed by the Funds' investment adviser or its affiliates.
    
   
ADMINISTRATION OF THE FUNDS
    

                            ADMINISTRATIVE SERVICES

   
Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Funds at an annual rate which
relates to the average aggregate daily net assets of all funds advised by
affiliates of Federated Investors specified below:
    
<TABLE>
<CAPTION>
                         AVERAGE AGGREGATE
   MAXIMUM FEE           DAILY NET ASSETS
<C>                <S>
       .15%        on the first $250 million
      .125%        on the next $250 million
       .10%        on the next $250 million
      .075%        on assets in excess of
                   $750 million
</TABLE>


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

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

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

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

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

                             HOW TO PURCHASE SHARES

   
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either through
a financial institution (such as a bank or broker/dealer) or by wire or by check
directly to the Funds, with a minimum initial investment of $10,000 or more or
additional investments of as little as $500. The minimum initial investment for
retirement plans is only $500. Financial institutions may impose different
minimum investment requirements on their customers.
    

In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Funds
reserve the right to reject any purchase request. An account must be established
at a financial institution or by completing, signing, and returning the new
account form available from the Funds before shares can be purchased.

   
PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
    

   
Investors may purchase shares through a financial institution which has a sales
agreement with the distributor. Orders are considered received when a Fund
receives payment by wire or converts payment by check from the financial
institution into federal funds. It is the financial institution's responsibility
to transmit orders promptly. Financial institutions may charge additional fees
for their services.
    

PURCHASING SHARES BY WIRE

   
Shares may be purchased by wire by calling the appropriate Fund before 3:00 p.m.
(Eastern time) to place an order. The order is considered received immediately.
Payment by federal funds must be received before 3:00 p.m. (Eastern time) in
order to begin earning dividends that same day. Federal funds should be wired as
follows: Federated Shareholder Services Company, c/o State Street Bank and Trust
Company, Boston, MA; Attention;: EDGEWIRE; For Credit to: Fund Name; Fund Number
(this number can be found on the account statement or by contacting the Funds);
Group Number or Order Number; Nominee or Institution Name; and ABA Number
011000028. Shares cannot be purchased by wire on holidays when wire transfers
are restricted. Questions on wire purchases should be directed to your
shareholder services representative at the telephone number listed on your
account statement.
    

PURCHASING SHARES BY CHECK

   
Shares may be purchased by sending a check to Federated Shareholder Services
Company, P.O. Box 8600, Boston, MA 02266-8600. The check should be made payable
to the name of the appropriate Fund. Please include an account number on the
check. Orders by mail are considered received when payment by check is converted
into federal funds (normally the business day after the check is received), and
shares begin earning dividends the next day.
    

SPECIAL PURCHASE FEATURES

                         SYSTEMATIC INVESTMENT PROGRAM

   
A minimum of $500 can be automatically withdrawn periodically from the
shareholder's checking account at an Automated Clearing House ("ACH") member and
invested in Fund's shares. Shareholders should contact their financial
institution or the Funds to participate in this program.
    

- -------------------------------------------------------
                              HOW TO REDEEM SHARES

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

REDEEMING THROUGH A FINANCIAL INSTITUTION
   
Shares may be redeemed by contacting the shareholder's financial institution.
Shares will be redeemed at the net asset value next determined after Federated
Shareholder Services Company receives the redemption request. According to the
shareholder's instructions, redemption proceeds can be sent to the financial
institution or to the shareholder by check or by wire. The financial institution
is responsible for promptly submitting redemption requests and providing proper
written redemption instructions. Customary fees and commissions may be charged
by the financial institution for this service.
    

REDEEMING SHARES BY TELEPHONE

   
Redemptions in any amount may be made by calling the Funds provided the Funds
have a properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds from redemption requests before 12:00 noon
(Eastern time) will be wired the same day to the shareholder's account at a
domestic commercial bank which is a member of the Federal Reserve System, but
will not include that day's dividend. Proceeds from redemption requests received
after that time will include that day's dividend but will be wired the following
business day. Under limited circumstances, arrangements may be made with the
distributor for same-day payment of proceeds, without that day's dividend, for
redemption requests received before 2:00 p.m. (Eastern time). Proceeds from
redeemed shares purchased by check or through ACH will not be wired until that
method of payment has cleared. Proceeds from redemption requests on holidays
when wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are restricted
should be directed to your shareholder services representative at the telephone
number listed on your account statement.
    

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

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

REDEEMING SHARES BY MAIL

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

The written request should state: the Fund name; the account name as registered
with the Fund; the account number; and the number of shares to be redeemed or
the dollar amount requested. All owners of the account must sign the request
exactly as the shares are registered.
    
   
Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after the receipt of a proper written redemption
request. Dividends are paid up to and including the day that a redemption
request is processed.
    
   
Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Funds, or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by: a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.
    

SPECIAL REDEMPTION FEATURES

                                 CHECK WRITING

   
Upon request, a checking account will be established to allow shareholders to
redeem their Fund shares. Shareholder accounts will continue to receive the
daily dividend declared on the shares to be redeemed until the check is
presented to UMB Bank, N.A., the bank responsible for administering the check
writing program, for payment. However, checks should never be made payable or
sent to UMB Bank, N.A. or the Fund to redeem shares, and a check may not be
written to close an account.
    

                                   DEBIT CARD

Upon request, a debit account will be established. This account allows
shareholders to redeem shares by using a debit card. A fee will be charged to
the account for this service.

                         SYSTEMATIC WITHDRAWAL PROGRAM

   
If a shareholder's account has a value of at least $10,000, a systematic
withdrawal program may be established whereby automatic redemptions are made
from the account and transferred electronically to any commercial bank, savings
bank, or credit union that is an ACH member. Shareholders may apply for
participation in this program through their financial institutions or the Funds.
    

- -------------------------------------------------------
                               ACCOUNT AND SHARE
                                  INFORMATION

                                   DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Funds unless cash
payments are requested by writing to the Funds.

                                 CAPITAL GAINS

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

                         CERTIFICATES AND CONFIRMATIONS

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

                           ACCOUNTS WITH LOW BALANCES

   
Due to the high cost of maintaining accounts with low balances, the Funds may
redeem shares in any account, except accounts maintained by retirement plans,
and pay the proceeds to the shareholder if the account balance falls below a
required minimum value of $10,000 due to shareholder redemptions. Before shares
are redeemed to close an account, the shareholder is notified in writing and
allowed 30 days to purchase additional shares to meet the minimum requirement.
    

                                 VOTING RIGHTS

   
Each share of the Company owned by a shareholder gives that shareholder one vote
in Director elections and other matters submitted to shareholders for vote. All
shares of each portfolio in the Company have equal voting rights, except that in
matters affecting only a particular portfolio, only shareholders of that
portfolio are entitled to vote. The Company is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Company's or a Fund's operation and for the election of Directors
under certain circumstances.
    

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

   
As of September 3, 1996, McDonald & Co. Securities, Inc., Cincinnati, Ohio,
owned 33.09% of the voting securities of the Municipal Fund, and, therefore,
may, for certain purposes, be deemed to control the Municipal Fund and be able
to affect the outcome of certain matters presented for a vote of shareholders.
    

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

                                TAX INFORMATION
FEDERAL INCOME TAX

The Funds will pay no federal income tax because they expect to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by one
Fund will not be combined for tax purposes with those realized by any other
Fund.

Except for shareholders of the Municipal Fund, shareholders not otherwise exempt
are required to pay federal income tax on any dividends and other distributions
received. This applies whether dividends and distributions are received in cash
or as additional shares.

   
Shareholders of the Municipal Fund are not required to pay the federal regular
income tax on any dividends received from the Municipal Fund that represent net
interest on tax-exempt municipal bonds. However, under the Tax Reform Act of
1986, dividends representing net interest earned on certain "private activity"
bonds issued after August 7, 1986, may be included in calculating the federal
individual alternative minimum tax or the federal alternative minimum tax for
corporations. The Municipal Fund may purchase, within the limits of its
investment policies, all types of municipal bonds, including private activity
bonds. The alternative minimum tax applies when it exceeds the regular tax for
the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax. Dividends of the
Municipal Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
These tax consequences apply whether dividends are received in cash or as
additional shares.
    

STATE AND LOCAL TAXES

   
Company shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.
    

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

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

   
From time to time, the Funds advertise their yield, effective yield, and total
return. The Municipal Fund also advertises its tax-equivalent yield.
    

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment. The tax-equivalent yield is calculated similarly to the yield, but
it is adjusted to reflect the taxable yield that would have to be earned to
equal the Municipal Fund's tax exempt yield, assuming a specified tax rate.

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

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

   
                            Cash Trust Series, Inc.
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

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

                               INVESTMENT ADVISER
                               Federated Advisers
                           Federated Investors Tower
                           Pittsburgh, PA 15222-3779

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

                          TRANSFER AGENT AND DIVIDEND
                                DISBURSING AGENT
                     Federated Shareholder Services Company
                                 P.O. Box 8600
                             Boston, MA 02266-8600

                         INDEPENDENT PUBLIC ACCOUNTANTS
                             Deloitte & Touche LLP
                               2500 One PPG Place
                              Pittsburgh, PA 15222
    

                                          CASH TRUST SERIES, INC.

                                          PRIME CASH SERIES
                                          TREASURY CASH SERIES
                                          GOVERNMENT CASH SERIES
                                          MUNICIPAL CASH SERIES

   
                                          PROSPECTUS
                                          Portfolios of Cash Trust Series, Inc.,
                                          An Open-End Management
                                          Investment Company
    

   
                                             Prospectus dated September 30, 1996
    


  [LOGO]    FEDERATED INVESTORS
Since 1955

            Federated Investors Tower
            Pittsburgh, PA 15222-3779

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


            CUSIP 147551105
            CUSIP 147551402
            CUSIP 147551204                             [LOGO]
            CUSIP 147551303
            G00861-01 (9/96)






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

PROSPECTUS

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

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
   
The Fund has also filed a Statement of Additional Information dated September
30, 1996, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have
received your prospectus electronically, free of charge by calling 1-800-341-
7400. To obtain other information, or make inquiries about the Fund, contact
your financial institution. The Statement of Additional Information, material
incorporated by reference into this document, and other information regarding
the Fund is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).
    

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

   

Prospectus dated September 30, 1996
    

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                             
SUMMARY OF FUND EXPENSES            1     NET ASSET VALUE                7     
- -------------------------------------     -----------------------------------
                                             
FINANCIAL HIGHLIGHTS--                    HOW TO PURCHASE SHARES         8     
 GOVERNMENT CASH SERIES             2
- -------------------------------------     -------------------------------------
                                             
                                          Special Purchase Features     8     
                                             
GENERAL INFORMATION                 3     HOW TO REDEEM SHARES           9     
                                          -------------------------------------
- -------------------------------------
                                             
INVESTMENT INFORMATION              3      Special Redemption Features  10     
- -------------------------------------        
 Investment Objective               3      ACCOUNT AND SHARE INFORMATION 10     
 Investment Policies                3      -------------------------------------
 Investment Limitations             4        
                                          TAX INFORMATION               11     
                                          -------------------------------------
FUND INFORMATION                    5        
- -------------------------------------     Federal Income Tax           11     
                                             
 Management of the Fund             5      State and Local Taxes        11     
 Distribution of Shares             6        
 Administration of the Fund         7      PERFORMANCE INFORMATION       11     
                                          -------------------------------------
                                             
                                          ADDRESSES      Inside Back Cover     
                                          -------------------------------------




   
SUMMARY OF FUND EXPENSES     
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

   
<S>                                                                  <C>   <C>
                       SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
 (as a percentage of offering price)...............................         None
Maximum Sales Charge Imposed on Reinvested Dividends
 (as a percentage of offering price)...............................         None
Contingent Deferred Sales Charge (as a percentage of original pur-
chase price
 or redemption proceeds, as applicable)............................         None
Redemption Fee (as a percentage of amount redeemed, if applicable).         None
Exchange Fee.......................................................         None
                           ANNUAL OPERATING EXPENSES
                    (As a percentage of average net assets)
Management Fee (after waiver) (1)..................................        0.45%
12b-1 Fee (after waiver) (2).......................................        0.10%
Total Other Expenses...............................................        0.44%
  Shareholder Services Fee.........................................  0.25%
Total Operating Expenses (3).......................................        0.99%
</TABLE>
    
   
(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.
    
   
(2) The maximum 12b-1 fee is 0.35%. The 12b-1 fee has been reduced to reflect
    the voluntary waiver of a portion of the 12b-1 fee. The distributor can
    terminate this voluntary waiver at any time at its sole discretion.
    
   
(3) The total operating expenses were 1.29% absent the voluntary waivers of
    portions of the management fee and the 12b-1 fee.
    
   
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fund Information." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.
    

   
<TABLE>
<CAPTION>
EXAMPLE                                         1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------                                         ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
You would pay the following expenses on a
$1,000
investment, assuming (1) 5% annual return and
(2) redemption at the end of each time period..  $10     $32     $55     $121
</TABLE>
    

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

   
GOVERNMENT CASH SERIES     
   
FINANCIAL HIGHLIGHTS     
- -------------------------------------------------------------------------------
   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)     

The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated July 10, 1996, on the Fund's
financial statements for the year ended May 31, 1996, and on the following
table for the periods presented, is included in the Annual Report, which is
incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.

   
<TABLE>
<CAPTION>
                                                      YEAR ENDED MAY 31,
                         ----------------------------------------------------------------------------
                            1996       1995       1994       1993       1992       1991     1990(A)
- -----------------------  ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
BEGINNING OF PERIOD        $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
- -----------------------
INCOME FROM INVESTMENT
OPERATIONS
- -----------------------
 Net investment income       0.05       0.04       0.02       0.03       0.04       0.07       0.06
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
 Distributions from net
 investment income          (0.05)     (0.04)     (0.02)     (0.03)     (0.04)     (0.07)     (0.06)
- -----------------------    ------     ------     ------     ------     ------     ------     ------
NET ASSET VALUE,           $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
END OF PERIOD              ------     ------     ------     ------     ------     ------     ------
- -----------------------
TOTAL RETURN (B)             4.85%      4.43%      2.45%      2.54%      4.33%      6.80%      6.53%
- -----------------------
RATIOS TO AVERAGE NET
 ASSETS
- -----------------------
 Expenses                    0.99%      0.99%      0.99%      0.99%      0.98%      0.94%      0.73%*
- -----------------------
 Net investment income       4.75%      4.35%      2.41%      2.53%      4.25%      6.48%      7.74%*
- -----------------------
 Expense waiver/
 reimbursement (c)           0.30%      0.08%      0.09%      0.06%      0.06%      0.13%      0.32%*
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
<CAPTION>
 Net assets, end of
 period (000 omitted)    $448,129   $453,096   $401,334   $400,231   $550,675   $631,718   $493,995
- -----------------------
</TABLE>
    
   
*Computed on an annualized basis.     
   
(a) Reflects operations for the period from August 23, 1989, (date of initial
    public investment) to May 31, 1990.     
   
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.     
   
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.     
   
Further information about the Fund's performance is contained in the Fund's
Annual Report dated May 31, 1996, which can be obtained free of charge.     

GENERAL INFORMATION
- -------------------------------------------------------------------------------
   
The Company was established as a Maryland corporation under Articles of
Incorporation dated February 1, 1993. The Articles of Incorporation permit the
Company to offer separate series of shares representing interests in separate
portfolios of securities. The Fund is designed for customers of financial
institutions such as banks, fiduciaries, custodians of public funds,
investment advisers, and broker/dealers as a convenient means of accumulating
an interest in a professionally managed portfolio investing only in short-term
U.S. government securities. A minimum initial investment of $10,000 is
required, except for retirement plans.     

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

INVESTMENT INFORMATION
- -------------------------------------------------------------------------------

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

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

ACCEPTABLE INVESTMENTS. The Fund invests only in U.S. government securities.
These instruments are either issued or guaranteed by the U.S. government, its
agencies, or instrumentalities. These securities include, but are not limited
to:

  . direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
    notes, and bonds;
     
  . notes, bonds, and discount notes issued or guaranteed by U.S. government
    agencies and instrumentalities supported by the full faith and credit of
    the United States; and     
     
  . notes, bonds, and discount notes of other U.S. government agencies or
    instrumentalities which receive or have access to federal funding.     
   

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

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

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

  . the credit of the agency or instrumentality.

REPURCHASE AGREEMENTS. Certain securities in which the 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.

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

   
The Fund may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Fund may enter into transactions to
sell its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at
later dates. The Fund may realize short-term profits or losses upon the sale
of such commitments.     

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

INVESTMENT LIMITATIONS
   
The Fund will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Fund sells a money market instrument for
a percentage of its cash value with an agreement to buy it back on a set date)
or pledge securities except, under certain circumstances, the Fund may borrow
up to one-third of the value of its total assets and pledge up to 10% of its
total assets to secure such borrowings.     


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

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

       
FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

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

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

     
  ADVISORY FEES. The adviser receives an annual investment advisory fee
  equal to .50% of the Fund's average daily net assets. The adviser has
  undertaken to reimburse the Fund up to the amount of the advisory fee for
  operating expenses in excess of limitations established by certain states.
  Also, the adviser may voluntarily choose to waive a portion of its fee or
  reimburse other expenses of the Fund, but reserves the right to terminate
  such waiver or reimbursement at any time at its sole discretion.     
     
  ADVISER'S BACKGROUND. Federated Advisers, a Delaware business trust,
  organized on April 11, 1989, is a registered investment adviser under the
  Investment Advisers Act of 1940. It is a subsidiary of Federated
  Investors. All of the Class A (voting) shares of Federated Investors are
  owned by a trust, the trustees of which are John F. Donahue, Chairman and
  Trustee of Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son,
  J. Christopher Donahue, who is President and Trustee of Federated
  Investors.     
       

   
  Federated Advisers and other subsidiaries of Federated Investors serve as
  investment advisers to a number of investment companies and private
  accounts. Certain other subsidiaries also provide administrative services
  to a number of investment companies. With over $80 billion invested across
  more than 250 funds under management and/or administration by its
  subsidiaries, as of December 31, 1995, Federated Investors is one of the
  largest mutual fund investment managers in the United States. With more
  than 1,800 employees, Federated continues to be led by the management who
  founded the company in 1955. Federated funds are presently at work in and
  through 4,000 financial institutions nationwide. More than 100,000
  investment professionals have selected Federated funds for their clients.
      

   

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

    

DISTRIBUTION OF SHARES

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

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

   
DISTRIBUTION AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the
distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers and brokers/dealers to
provide distribution and/or administrative services as agents for their
clients or customers. These services may include, but are not limited to the
following functions: providing office space, equipment, telephone facilities,
and various personnel including clerical, supervisory, and computer 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 regarding the Fund; assisting clients in changing dividend options,
account designations, and addresses; and providing such other services as the
Fund reasonably requests.     

   
The distributor will pay financial institutions a fee based upon shares
subject to the Plan and owned by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid will be determined
from time to time by the Directors of the Fund provided that for any period
the total amount of these fees shall not exceed an annual rate of .35% of the
average net asset value of shares subject to the Plan held during the period
by clients or customers of financial institutions. The current annual rate of
such fees is .35%. Any fees paid by the distributor under the Plan, will be
reimbursed from the assets of the Fund.     

       

       

   
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to .25% of the average daily net asset
value of the Fund to obtain personal services for shareholders and for the
maintenance of shareholder accounts. Under the Shareholder Services Agreement,
Federated Shareholders Services will either perform shareholder services
directly or will select financial institutions to perform shareholder
services. From time to time and for such periods as deemed appropriate, the
amounts stated above may be reduced voluntarily. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.
    

       


   
SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Distribution Plan, Federated Securities Corp. from its own
assets, may pay financial institutions supplemental fees for the performance
of substantial sales services, distribution-related support services, or
shareholder services.     

   
The support may include sponsoring sales, educational and training seminars
for their employees, providing sales literature, and engineering computer
software programs that emphasize the attributes of the Fund. Such assistance
will be predicated upon the amount of shares the financial institution sells
or may sell, and/or upon the type and nature of sales or marketing support
furnished by the financial institution. Any payments made by the distributor
may be reimbursed by the Fund's investment adviser or its affiliates.     

       
ADMINISTRATION OF THE FUND

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

   
<TABLE>
<CAPTION>

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

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

       

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

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

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


   
HOW TO PURCHASE SHARES     
- -------------------------------------------------------------------------------
   
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased as described below
either through a financial institution (such as a bank or broker/dealer) or by
wire or by check directly from the Fund, with a minimum initial investment of
$10,000 or more or additional investments of as little as $500. The minimum
initial and subsequent investments for retirement plans are only $1,000 and
$500, respectively. Financial institutions may impose different minimum
investment requirements on their customers.     

   
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and
returning the new account form available from the Fund before shares can be
purchased.     

   
PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION. Investors may purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders are considered received when the Fund receives payment by
wire or converts payment by check from the financial institution into federal
funds. It is the financial institution's responsibility to transmit orders
promptly. Financial institutions may charge additional fees for their
services.     

   
PURCHASING SHARES BY WIRE. Shares may be purchased by wire by calling the Fund
before 3:00 p.m. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00
p.m. (Eastern time) in order to begin earning dividends that same day. Federal
funds should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For
Credit to: Government Cash Series; Fund Number (this number can be found on
the account statement or by contacting the Fund); Group Number or Order
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot
be purchased by wire on holidays when wire transfers are restricted. Questions
on wire purchases should be directed to your shareholder services
representative at the telephone number listed on your account statement.     

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

   
SPECIAL PURCHASE FEATURES     

   
SYSTEMATIC INVESTMENT PROGRAM. A minimum of $500 can be automatically
withdrawn periodically from the shareholder's checking account at an Automated
Clearing House ("ACH") member and invested in Fund shares. Shareholders should
contact their financial institution or the Fund to participate in this
program.     

   
HOW TO REDEEM SHARES     
- -------------------------------------------------------------------------------
       

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

       

   
REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION. Shares may be redeemed by
contacting the shareholder's financial institution. Shares will be redeemed at
the net asset value next determined after Federated Shareholder Services
Company receives the redemption request. According to the shareholder's
instructions, redemption proceeds can be sent to the financial institution or
to the shareholder by check or by wire. The financial institution is
responsible for promptly submitting redemption requests and providing proper
written redemption instructions. Customary fees and commissions may be charged
by the financial institution for this service.     

       

   
REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by
calling the Fund provided the Fund has a properly completed authorization
form. These forms can be obtained from Federated Securities Corp. Ordinarily,
proceeds from redemption requests before 12:00 noon (Eastern time) will be
wired the same day to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System, but will not include that
day's dividend. Proceeds from redemption requests received after that time
include that day's dividend but will be wired the following business day.
Under limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2:00 p.m. (Eastern time) Proceeds from redeemed
shares purchased by check or through ACH will not be wired until that method
of payment has cleared. Proceeds from redemption requests on holidays when
wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at
the telephone number listed on your account statement.

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

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

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

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

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

SPECIAL REDEMPTION FEATURES

CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their Fund shares. Shareholder accounts will continue
to receive the daily dividend declared on the shares to be redeemed until the
check is presented to UMB Bank, N.A., the bank responsible for administering
the check writing program, for payment. However, checks should never be made
payable or sent to UMB Bank, N.A. or the Fund to redeem shares, and a check
may not be written to close an account.     

   
DEBIT CARD. Upon request, a debit account will be established. This account
allows shareholders to redeem shares by using a debit card. A fee will be
charged to the account for this service.     

   
SYSTEMATIC WITHDRAWAL PROGRAM. If a shareholder's account has a value of at
least $10,000, a systematic withdrawal program may be established whereby
automatic redemptions are made from the account and transferred electronically
to any commercial bank, savings bank, or credit union that is an ACH member.
Shareholders may apply for participation in this program through their
financial institutions or the Fund.     

   
ACCOUNT AND SHARE INFORMATION     
- -------------------------------------------------------------------------------
   
DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Fund
unless cash payments are requested by writing to the Fund.     

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

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

ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account, except accounts
maintained by retirement plans, and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $10,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.

VOTING RIGHTS. Each share of the Company owned by a shareholder gives that
shareholder one vote in Director elections and other matters submitted to
shareholders for vote. All shares of each portfolio in the Company have equal
voting rights, except that in matters affecting only a particular portfolio,
only shareholders of that portfolio are entitled to vote. The Company is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Company's or the Fund's operation and
for election of Directors under certain circumstances.     

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

       

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

FEDERAL INCOME TAX
   
The Fund will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Company's other portfolios will not be combined for tax purposes with those
realized by the Fund.     

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

   
STATE AND LOCAL TAXES     
   
Company shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.     
   
Shareholders are urged to consult their own tax advisers regarding the status
of their accounts under state and local tax laws.     

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------
   
From time to time, the Fund advertises its yield, effective yield, and total
return.     

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

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

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

   
ADDRESSES
- --------------------------------------------------------------------------------
Government Cash Series                            Federated Investors Tower
                                                  Pittsburgh, PA 15222-3779
- --------------------------------------------------------------------------------
Distributor
              Federated Securities Corp.          Federated Investors Tower
                                                  Pittsburgh, PA 15222-3779
- --------------------------------------------------------------------------------
Investment Adviser
              Federated Advisers                  Federated Investors Tower
                                                  Pittsburgh, PA 15222-3779
- --------------------------------------------------------------------------------
Custodian
              State Street Bank and Trust Company

                                                  P.O. Box 8600 Boston, MA
                                                  02266-8600
- --------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
              Federated Shareholder Services Company
                                                  P.O. Box 8600 Boston, MA
                                                  02266-8600
- --------------------------------------------------------------------------------
Independent Public Accountants
              Deloitte & Touche LLP               2500 One PPG Place
                                                  Pittsburgh, PA 15222
- --------------------------------------------------------------------------------

    
   
                                        GOVERNMENT CASH SERIES     
                                           
                                        PROSPECTUS     
                                           
                                        A Portfolio of     
                                           
                                        Cash Trust Series, Inc., an Open-End
                                        Management Investment Company     
                                           
                                        Prospectus dated September 30, 1996
                                            

  [LOGO]      Federated Investors
Since 1955
              Federated Investors Tower
              Pittsburgh, PA 15222-3779

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




    Cusip 147551204
    9080103A (9/96)            [LOGO]
MUNICIPAL CASH SERIES
(A PORTFOLIO OF CASH TRUST SERIES, INC.)

PROSPECTUS

   
The shares of Municipal Cash Series (the "Fund") offered by this prospectus
represent interests in a portfolio of Cash Trust Series, Inc. (the "Company"),
an open-end management investment company (a mutual fund). The Fund invests in
short-term municipal securities to achieve current income exempt from federal
regular income tax consistent with stability of principal.     

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

   
The Fund has also filed a Statement of Additional Information dated September
30, 1996, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have
received your prospectus electronically, free of charge by calling 1-800-341-
7400. To obtain other information, or make inquiries about the Fund, contact
your financial institution. The Statement of Additional Information, material
incorporated by reference into this document, and other information regarding
the Fund is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).     

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

   
Prospectus dated September 30, 1996     


<PAGE>

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

SUMMARY OF FUND EXPENSES           1        
- ------------------------------------     NET ASSET VALUE               9     
                                         ------------------------------------
FINANCIAL HIGHLIGHTS-- MUNICIPAL            
CASH SERIES                        2     HOW TO PURCHASE SHARES        9     
                                         ------------------------------------
- ------------------------------------
                                            
GENERAL INFORMATION                3     Special Purchase Features   10     
- ------------------------------------
                                            
INVESTMENT INFORMATION             3     HOW TO REDEEM SHARES         10     
- ------------------------------------     ------------------------------------
                                            
 Investment Objective              3     Special Redemption Features  11     
                                         ------------------------------------
                                            
 Investment Policies               3     ACCOUNT AND SHARE INFORMATION     12
                                             
 Municipal Securities              5
 Investment Risks                  6
                                            
 Investment Limitations            6     TAX INFORMATION              13     
                                         ------------------------------------

FUND INFORMATION                   6        
- ------------------------------------      Federal Income Tax          13     
                                            
                                          State and Local Taxes       13     
 Management of the Fund            6        
                                         PERFORMANCE INFORMATION      13     
 Distribution of Shares            7     ------------------------------------
 Administration of the Fund        9
                                            
                                         ADDRESSES                    15     
                                         ------------------------------------


   
SUMMARY OF FUND EXPENSES     
- -------------------------------------------------------------------------------
<TABLE>
   
<S>                                                                  <C>   <C>
                      SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
 (as a percentage of offering price)...............................        None
Maximum Sales Charge Imposed on Reinvested Dividends
 (as a percentage of offering price)...............................        None
Contingent Deferred Sales Charge (as a percentage of original pur-
chase price
 or redemption proceeds, as applicable)............................        None
Redemption Fee (as a percentage of amount redeemed, if applicable).        None
Exchange Fee.......................................................        None
                          ANNUAL OPERATING EXPENSES
                   (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee (after waiver) (1)..................................        0.42%
12b-1 Fee (after waiver) (2).......................................        0.10%
Total Other Expenses...............................................        0.47%
  Shareholder Services Fee.........................................  0.25%
    Total Operating Expenses (3)...................................        0.99%
</TABLE>
    
   
(1) The management fee has been reduced to reflect the voluntary waiver of a
    portions of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.     
   
(2) The maximum 12b-1 fee is 0.35%. The 12b-1 fee has been reduced to reflect
    the voluntary waiver of a portion of the 12b-1 fee. The distributor can
    terminate this voluntary waiver at any time at its sole discretion.     
   
(3) The total Fund operating expenses were 1.32% absent the voluntary waivers
    of portions of the management fee and the 12b-1 fee.     
   
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fund Information." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.     

   
<TABLE>
<CAPTION>
EXAMPLE                                         1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------                                         ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
You would pay the following expenses on a
$1,000 investment,
assuming (1) 5% annual return and (2) redemp-
tion at the end of each time period............  $10     $32     $55     $121
</TABLE>
    
   
  THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.     

   
MUNICIPAL CASH SERIES
FINANCIAL HIGHLIGHTS     
- -------------------------------------------------------------------------------
   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)     

   
The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated July 10, 1996, on the Fund's
financial statements for the year ended May 31, 1996, and on the following
table for each of the periods presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
from the Fund.     

   
<TABLE>
<CAPTION>
                                               YEAR ENDED MAY 31,
                         --------------------------------------------------------------
                           1996     1995     1994     1993     1992     1991   1990(A)
- -----------------------  -------- -------- -------- -------- -------- -------- --------
<S>                      <C>      <C>      <C>      <C>      <C>      <C>      <C>
NET ASSET VALUE,
BEGINNING OF PERIOD       $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00
- -----------------------
INCOME FROM INVESTMENT
 OPERATIONS
- -----------------------
 Net investment income      0.03     0.03     0.02     0.03     0.04     0.05     0.04
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
 Distribution from net
 investment income         (0.03)   (0.03)   (0.02)   (0.03)   (0.04)   (0.05)   (0.04)
- -----------------------   ------   ------   ------   ------   ------   ------   ------
NET ASSET VALUE, END OF
 PERIOD                   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00
- -----------------------   ------   ------   ------   ------   ------   ------   ------
TOTAL RETURN (B)            3.04%    2.84%    1.83%    2.11%    3.53%    5.24%    4.68%
- -----------------------
RATIOS TO AVERAGE NET
 ASSETS
- -----------------------
 Expenses                   0.99%    0.99%    0.99%    0.99%    0.98%    0.94%    0.73%*
- -----------------------
 Net investment income      2.99%    2.76%    1.81%    2.10%    3.42%    5.02%    5.76%*
- -----------------------
 Expense waiver (c)         0.33%    0.05%    0.06%    0.03%    0.03%    0.17%    0.45%*
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
 Net assets, end of
 period (000 omitted)   $478,605 $445,164 $574,801 $456,205 $516,814 $403,151 $195,897
- -----------------------
</TABLE>
    
   
  * Computed on an annualized basis.     
   
(a) Reflects operations for the period from August 25, 1989 (date of initial
    public investment) to May 31, 1990.     
   
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.     
   
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.     
   
Further information about the Fund's performance is contained in the Fund's
Annual Report, dated May 31, 1996, which can be obtained free of charge.     

GENERAL INFORMATION
- -------------------------------------------------------------------------------
   
The Company was established as a Maryland corporation under Articles of
Incorporation dated February 1, 1993. The Articles of Incorporation permit the
Company to offer separate series of shares representing interests in separate
portfolios of securities. The Fund is designed for customers of financial
institutions such as banks, fiduciaries, custodians of public funds,
investment advisers, and broker/dealers as a convenient means of accumulating
an interest in a professionally managed portfolio investing in short-term
municipal securities. The Fund may not be a suitable investment for retirement
plans because it invests in municipal securities. A minimum initial investment
of $10,000 is required.     

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

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

INVESTMENT POLICIES
   
The Fund pursues its investment objective by investing in a portfolio of
municipal securities maturing in 13 months or less. The average maturity of
the securities in the Fund's portfolio, computed on a dollar-weighted basis,
will be 90 days or less. As a matter of investment policy, which cannot be
changed without shareholder approval, at least 80% of the Fund's annual
interest income will be exempt from federal regular income tax. (Federal
regular income tax does not include the federal individual alternative minimum
tax for corporations.) Unless indicated otherwise, the investment policies 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. The Fund invests primarily in debt obligations issued
by or on behalf of states, territories, and possessions of the United States,
including the District of Columbia, and any political subdivision or financing
authority of any of these, the income from which is, in the opinion of
qualified legal counsel, exempt from federal regular income tax ("Municipal
Securities"). Examples of Municipal Securities include, but are not limited
to:
     
  . tax and revenue anticipation notes issued to finance working capital
    needs in anticipation of receiving taxes or other revenues;     
     
  . bond anticipation notes that are intended to be refinanced through a
    later issuance of longer-term bonds;     

  . municipal commercial paper and other short-term notes;
  . variable rate demand notes;
  . municipal bonds (including bonds having serial maturities and pre-
    refunded bonds) and leases; and
  . participation, trust, and partnership interests in any of the foregoing
    obligations.

  VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term debt
  instruments that have variable or floating interest rates and provide the
  Fund with the right to tender the security for repurchase at its stated
  principal amount plus accrued interest. Such securities typically bear
  interest at a rate that is intended to cause the securities to trade at
  par. The interest rate may float or be adjusted at regular intervals
  (ranging from daily to annually), and is normally based on a published
  interest rate or interest rate index. Most variable rate demand notes allow
  the Fund to demand the repurchase of the security on not more than seven
  days prior notice. Other notes only permit the Fund to tender the security
  at the time of each interest rate adjustment or at other fixed intervals.
  See "Demand Features." The Fund treats variable rate demand notes as
  maturing on the later of the date of the next interest rate adjustment or
  the date on which the Fund may next tender the security for repurchase.

   
  PARTICIPATION INTERESTS. The Fund may purchase interests in Municipal
  Securities from financial institutions such as commercial and investment
  banks, savings associations, and insurance companies. These interests may
  take the form of participations, beneficial interests in a trust,
  partnership interests or any other form of indirect ownership that allows
  the Fund to treat the income from the investment as exempt from federal
  regular income tax. The Fund invests in these participation interests in
  order to obtain credit enhancement or demand features that would not be
  available through direct ownership of the underlying Municipal Securities.
      

   
  MUNICIPAL LEASES. Municipal leases are obligations issued by state and
  local governments or authorities to finance the acquisition of equipment
  and facilities. They may take the form of a lease, an installment purchase
  contract, a conditional sales contract, or a participation interest in any
  of the above. Lease obligations may be subject to periodic appropriation.
  Municipal leases are subject to certain specific risks in the event of
  default or failure of appropriation.     

   
CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, default, or change in the credit quality of the party providing
the credit enhancement will adversely affect the quality and marketability of
the underlying security and could cause losses to the Fund and affect its
share price. The Fund may have more than 25% of its total assets invested in
securities credit-enhanced by banks.     

   

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership, or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.
    

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

   
The Fund may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Fund may enter into transactions to
sell its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at
later dates. The Fund may realize short-term profits or losses upon the sale
of such commitments.     

   
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities law. Under criteria
established by the Directors, certain restricted securities are determined to
be liquid. To the extent that restricted securities are not determined to be
liquid, the Fund will limit their purchase, together with other illiquid
securities, to 10% of its net assets.     

   
TEMPORARY INVESTMENTS. From time to time, when the investment adviser
determines that market conditions call for a temporary defensive posture, the
Fund may invest in tax-exempt or taxable securities, all of comparable quality
to other securities in which the Fund invests, such as: obligations issued by
or on behalf of municipal or corporate issuers; obligations issued or
guaranteed by the U.S. government, its agencies, or instrumentalities;
instruments issued by a U.S. branch of a domestic bank or other deposit
institutions having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment; and repurchase agreements
(arrangements in which the organization selling the Fund a temporary
investment agrees at the time of sale to repurchase it at a mutually agreed
upon time and price). Although the Fund is permitted to make taxable,
temporary investments, there is no current intention to do so.     

MUNICIPAL SECURITIES

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

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


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

INVESTMENT RISKS

Yields on Municipal Securities depend on a variety of factors, including: the
general conditions of the short-term municipal note market and of the
municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to
achieve its investment objective also depends on the continuing ability of the
issuers of Municipal Securities and participation interests, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. In addition, from time to time, the supply of Municipal
Securities acceptable for purchase by the Fund could become limited.

The Fund may invest in Municipal Securities which are repayable out of revenue
streams generated from economically related projects or facilities and/or
whose issuers are located in the same state. Sizable investments in these
Municipal Securities could involve an increased risk to the Fund should any of
these related projects or facilities experience financial difficulties.
   
Obligations of issuers of Municipal Securities are subject to the provisions
of bankruptcy, insolvency, and other laws affecting the rights and remedies of
creditors. In addition, the obligations of such issuers may become subject to
laws enacted in the future by Congress, state legislators, or referenda
extending the time for payment of principal and/or interest, or imposing other
constraints upon enforcement of such obligations or upon the ability of states
or municipalities to levy taxes. There is also the possibility that, as a
result of litigation or other conditions, the power or ability of any issuer
to pay, when due, the principal of and interest on its municipal securities
may be materially affected.     

       

INVESTMENT LIMITATIONS

   
The Fund will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Fund sells a money market instrument for
a percentage of its cash value with an agreement to buy it back on a set date)
or pledge securities except, under certain circumstances, the Fund may borrow
up to one-third of the value of its total assets and pledge up to 10% of its
total assets to secure such borrowings. These investment limitations cannot be
changed without shareholder approval.     

       

FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

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

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Advisers, the Fund's investment adviser, subject to direction by the
Directors. The adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
portfolio instruments.
     
  ADVISORY FEES. The adviser receives an annual investment advisory fee
  equal to .50% of the Fund's average daily net assets. The adviser has
  undertaken to reimburse the Fund up to the amount of the advisory fee for
  operating expenses in excess of limitations established by certain states.
  Also, the adviser may voluntarily choose to waive a portion of its fee or
  reimburse other expenses of the Fund, but reserves the right to terminate
  such waiver or reimbursement at any time at its sole discretion.     
     
  ADVISER'S BACKGROUND. Federated Advisers, a Delaware business trust,
  organized on April 11, 1989, is a registered investment adviser under the
  Investment Advisers Act of 1940. It is a subsidiary of Federated
  Investors. All of the Class A (voting) shares of Federated Investors are
  owned by a trust, the trustees of which are John F. Donahue, Chairman and
  Trustee of Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son,
  J. Christopher Donahue, who is President and Trustee of Federated
  Investors.     
     
  Federated Advisers and other subsidiaries of Federated Investors serve as
  investment advisers to a number of investment companies and private
  accounts. Certain other subsidiaries also provide administrative services
  to a number of investment companies. With over $80 billion invested across
  more than 250 funds under management and/or administration by its
  subsidiaries, as of December 31, 1995, Federated Investors is one of the
  largest mutual fund investment managers in the United States. With more
  than 1,800 employees, Federated continues to be led by the management who
  founded the company in 1955. Federated funds are presently at work in and
  through 4,000 financial institutions nationwide. More than 100,000
  investment professionals have selected Federated funds for their clients.
      

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

DISTRIBUTION OF SHARES

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

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

   
DISTRIBUTION AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the
distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers and brokers/dealers to
provide distribution and/or administrative services as agents for their
clients or customers. These services may include, but are not limited to the
following functions: providing office space, equipment, telephone facilities,
and various personnel including clerical, supervisory, and computer 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 regarding the Fund; assisting clients in changing dividend options,
account designations, and addresses; and providing such other services as the
Fund reasonably requests.     

   
The distributor will pay financial institutions a fee based upon shares
subject to the Plan and owned by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid will be determined
from time to time by the Directors of the Fund provided that for any period
the total amount of these fees shall not exceed an annual rate of .35% of the
average net asset value of shares subject to the Plan held during the period
by clients or customers of financial institutions. The current annual rate of
such fees is .35%. Any fees paid by the distributor under the Plan, will be
reimbursed from the assets of the Fund.     

   
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to .25% of the average daily net asset
value of the Fund to obtain personal services for shareholders and for the
maintenance of shareholder accounts. Under the Shareholder Services Agreement,
Federated Shareholders Services will either perform shareholder services
directly or will select financial institutions to perform shareholder
services. From time to time and for such periods as deemed appropriate, the
amounts stated above may be reduced voluntarily. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.
    
       

   

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Distribution Plan, Federated Securities Corp. from its own
assets, may pay financial institutions supplemental fees for the performance
of substantial sales services, distribution-related support services, or
shareholder services.     

   
The support may include sponsoring sales, educational and training seminars
for their employees, providing sales literature, and engineering computer
software programs that emphasize the attributes of the Fund. Such assistance
will be predicated upon the amount of shares the financial institution sells
or may sell, and/or upon the type and nature of sales or marketing support
furnished by the financial institution. Any payments made by the distributor
may be reimbursed by the Fund's investment adviser or its affiliates.     

ADMINISTRATION OF THE FUND

   

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

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

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

       

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

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

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

   
HOW TO PURCHASE SHARES     
- -------------------------------------------------------------------------------
   
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock
Exchange is open for business. Shares may be purchased as described below
either through a financial institution (such as a bank or broker/dealer) or by
wire or by check directly from the Fund, with a minimum initial investment of
$10,000 or more or additional investments of as little as $500. Financial
institutions may impose different minimum investment requirements on their
customers.     

   
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and
returning the new account form available from the Fund before shares can be
purchased.     

   
PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION. Investors may purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders are considered received when the Fund receives payment by
wire or converts payment by check from the financial institution into federal
funds. It is the financial institution's responsibility to transmit orders
promptly. Financial institutions may charge additional fees for their
services.     

   
PURCHASING SHARES BY WIRE. Shares may be purchased by wire by calling the Fund
before 3:00 p.m. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00
p.m. (Eastern time) in order to begin earning dividends that same day. Federal
funds should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For
Credit to: Municipal Cash Series; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative
at the telephone number listed on your account statement.     
       

   
PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600.
The check should be made payable to Municipal Cash Series. Please include an
account number on the check. Orders by mail are considered received when
payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next day.
    

   
SPECIAL PURCHASE FEATURES     

   
SYSTEMATIC INVESTMENT PROGRAM. A minimum of $500 can be automatically
withdrawn periodically from the shareholder's checking account at an Automated
Clearing House ("ACH") member and invested in Fund shares. Shareholders should
contact their financial institution or the Fund to participate in this
program.     

   
HOW TO REDEEM SHARES     
- -------------------------------------------------------------------------------
       

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

   
REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION. Shares may be redeemed by
contacting the shareholder's financial institution. Shares will be redeemed at
the net asset value next determined after Federated Shareholder Services
Company receives the redemption request. According to the shareholder's
instructions, redemption proceeds can be sent to the financial institution or
to the shareholder by check or by wire. The financial institution is
responsible for promptly submitting redemption requests and providing proper
written redemption instructions. Customary fees and commissions may be charged
by the financial institution for this service.     

   
REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by
calling the Fund provided the Fund has a properly completed authorization
form. These forms can be obtained from Federated Securities Corp. Ordinarily,
proceeds from redemption requests before 12:00 noon (Eastern time) will be
wired the same day to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System, but will not include that
day's dividend. Proceeds from redemption requests received after that time
include that day's dividend but will be wired the following business day.
Under limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2:00 p.m. (Eastern time). Proceeds from redeemed
shares purchased by check or through ACH will not be wired until that method
of payment has cleared. Proceeds from redemption requests on holidays when
wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at
the telephone number listed on your account statement.     

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

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

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

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

       

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

   
SPECIAL REDEMPTION FEATURES     

   
CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their Fund shares. Shareholder accounts will continue
to receive the daily dividend declared on the shares to be redeemed until the
check is presented to UMB Bank, N.A., the bank responsible
for administering the check writing program, for payment. However, checks
should never be made payable or sent to UMB Bank, N.A. or the Fund to redeem
shares, and a check may not be written to close an account.     

   
DEBIT CARD. Upon request, a debit account will be established. This account
allows shareholders to redeem shares by using a debit card. A fee will be
charged to the account for this service.     

   
SYSTEMATIC WITHDRAWAL PROGRAM. If a shareholder's account has a value of at
least $10,000, a systematic withdrawal program may be established whereby
automatic redemptions are made from the account and transferred electronically
to any commercial bank, savings bank, or credit union that is an ACH member.
Shareholders may apply for participation in this program through their
financial institutions or the Fund.     

   
ACCOUNT AND SHARE INFORMATION     
- -------------------------------------------------------------------------------

   
DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Fund
unless cash payments are requested by writing to the Fund.     

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

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

   
ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account, and pay the proceeds
to the shareholder if the account balance falls below a required minimum value
of $10,000 due to shareholder redemptions. Before shares are redeemed to close
an account, the shareholder is notified in writing and allowed 30 days to
purchase additional shares to meet the minimum requirement.     
   
VOTING RIGHTS. Each share of the Company owned by a shareholder gives that
shareholder one vote in Director elections and other matters submitted to
shareholders for vote. All shares of each portfolio in the Company have equal
voting rights, except that in matters affecting only a particular portfolio,
only shareholders of that portfolio are entitled to vote. The Company is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Company's or the Fund's operation and
for election of Directors, under certain circumstances.     

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

   
As of September 3, 1996, McDonald & Co. Securities, Inc., Cincinnati, Ohio,
owned 33.09% of the voting securities of the Fund, and, therefore, may, for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders.     

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

FEDERAL INCOME TAX

   
The Fund will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Company's other portfolios will not be combined for tax purposes with those
realized by the Fund.     

   
Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on certain "private activity" bonds issued
after August 7, 1986, may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for
corporations. The Fund may purchase, within the limits of its investment
policies, all types of municipal bonds, including private activity bonds.     

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

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

These tax consequences apply whether dividends are received in cash or as
additional shares.

STATE AND LOCAL TAXES
   
Company shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.     

   
Because interest received by the Fund may not be exempt from all state and
local income taxes, shareholders may be required to pay state and local taxes
on dividends received from the Fund. Shareholders are urged to consult their
own tax advisers regarding the status of their accounts under state and local
tax laws.     

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

   
Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on
an investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by
an investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment. The tax-equivalent yield is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that would have to be
earned to equal the Fund's tax-exempt yield, assuming a specific tax rate.
    

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

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

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

                                                  Federated Investors Tower
Municipal Cash Series                             Pittsburgh, PA 15222-3779
- --------------------------------------------------------------------------------

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

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

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

Independent Public Accountants
              Deloitte & Touche LLP               2500 One PPG Place
                                                  Pittsburgh, PA 15222
- --------------------------------------------------------------------------------



                                     MUNICIPAL CASH SERIES

                                     PROSPECTUS
                                        
                                     A Portfolio of Cash Trust Series, Inc.,
                                         
                                     an Open-End Management
                                     Investment Company
                                        
                                     Prospectus dated September 30, 1996     


   LOGO      FEDERATED INVESTORS
Since 1955
             Federated Investors Tower
             Pittsburgh, PA 15222-3779

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


       
    CUSIP 147551303                              [LOGO]
    9080102A (9/96)     



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

PROSPECTUS

   
The shares of Prime Cash Series (the "Fund") offered by this prospectus
represent interests in a portfolio of Cash Trust Series, Inc. (the "Company"),
an open-end management investment company (a mutual fund). The Fund invests in
short-term money market securities to achieve current income consistent with
stability of principal and liquidity.     

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

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

   
The Fund has also filed a Statement of Additional Information dated September
30, 1996, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have
received your prospectus electronically, free of charge by calling 1-800-341-
7400. To obtain other information, or make inquiries about the Fund, contact
your financial institution. The Statement of Additional Information, material
incorporated by reference into this document, and other information regarding
the Fund is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov.).     

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
   
Prospectus dated September 30, 1996     

TABLE OF CONTENTS
- -----------------------------------------------------------------------------
   
SUMMARY OF FUND EXPENSES           1     NET ASSET VALUE                    9
- ------------------------------------     ------------------------------------
FINANCIAL HIGHLIGHTS--PRIME CASH         HOW TO PURCHASE SHARES             9
SERIES                             2     ------------------------------------
- ------------------------------------
GENERAL INFORMATION                        Special Purchase Features       10
- ------------------------------------
INVESTMENT INFORMATION             3     HOW TO REDEEM SHARES              10
- ------------------------------------     ------------------------------------
 Investment Objective              3       Special Redemption Features     12
 Investment Policies               3
 Investment Risks                  6     ACCOUNT AND SHARE INFORMATION     12
 Investment Limitations            6     ------------------------------------

FUND INFORMATION                   7     TAX INFORMATION                   13
- ------------------------------------     ------------------------------------
 Management of the Fund            7       Federal Income Tax              13
 Distribution of Shares            8       State and Local Taxes           13
 Administration of the Fund        9
                                         PERFORMANCE INFORMATION           13
                                         ------------------------------------
                                         ADDRESSES                         14
                                         ------------------------------------

    
SUMMARY OF FUND EXPENSES
- -------------------------------------------------------------------------------
   
<TABLE>
<S>                                                                  <C>   <C>
                      SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
 (as a percentage of offering price)...............................        None
Maximum Sales Charge Imposed on Reinvested Dividends
 (as a percentage of offering price)...............................        None
Contingent Deferred Sales Charge (as a percentage of original pur-
chase price
 or redemption proceeds, as applicable)............................        None
Redemption Fee (as a percentage of amount redeemed, if applicable).        None
Exchange Fee.......................................................        None
                          ANNUAL OPERATING EXPENSES
                   (As a percentage of average net assets)
Management Fee (after waiver) (1)..................................        0.37%
12b-1 Fee (after waiver) (2).......................................        0.10%
Total Other Expenses...............................................        0.52%
  Shareholder Services Fee.........................................  0.25%
    Total Fund Operating Expenses (3)..............................        0.99%
</TABLE>
    

(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.

   
(2) The maximum 12b-1 fee is 0.35%. The 12b-1 fee has been reduced to reflect
    the voluntary waiver of a portion of the 12b-1 fee. The distributor can
    terminate this voluntary waiver at any time at its sole discretion.     

(3) The total Fund operating expenses were 1.37% absent the voluntary waivers
    of portions of the management fee and the 12b-1 fee.
   
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fund Information." Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.     
<TABLE>
<CAPTION>
EXAMPLE                                         1 year 3 years 5 years 10 years
- -------                                         ------ ------- ------- --------
<S>                                             <C>    <C>     <C>     <C>
You would pay the following expenses on a
$1,000 investment,
assuming (1) 5% annual return and (2) redemp-
tion at the end of each time period............  $10     $32     $55     $121
</TABLE>


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

   
PRIME CASH SERIES     
   
FINANCIAL HIGHLIGHTS     
- -------------------------------------------------------------------------------
   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)     
   
The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated July 10, 1996, on the Fund's
financial statements for the year ended May 31, 1996, and on the following
table for each of the periods presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
from the Fund.     

   
<TABLE>
<CAPTION>
                                                 YEAR ENDED MAY 31,
                         ------------------------------------------------------------------------
                            1996        1995       1994      1993      1992      1991    1990(A)
- -----------------------  ----------  ----------  --------  --------  --------  --------  --------
<S>                      <C>         <C>         <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGIN-
NING OF PERIOD               $ 1.00      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
- -----------------------
INCOME FROM INVESTMENT
OPERATIONS
- -----------------------
 Net investment income         0.05        0.05      0.02      0.03      0.04      0.07      0.06
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
 Distributions from net
 investment income            (0.05)      (0.05)    (0.02)    (0.03)    (0.04)    (0.07)    (0.06)
- -----------------------  ----------  ----------  --------  --------  --------  --------  --------
NET ASSET VALUE, END OF
PERIOD                       $ 1.00      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
- -----------------------  ----------  ----------  --------  --------  --------  --------  --------
TOTAL RETURN (B)               4.90%       4.60%     2.48%     2.61%     4.37%     6.99%     6.56%
- -----------------------
RATIOS TO AVERAGE NET
ASSETS
- -----------------------
 Expenses                      0.99%       0.99%     0.99%     0.99%     0.98%     0.94%     0.73%*
- -----------------------
 Net investment income         4.78%       4.57%     2.45%     2.58%     4.21%     6.50%     7.82%*
- -----------------------
 Expense waiver/
 reimbursement (c)             0.38%       0.20%     0.18%     0.15%     0.22%     0.44%     0.46%*
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
 Net assets, end of
 period (000 omitted)    $1,539,235  $1,027,083  $791,147  $796,832  $750,016  $562,465  $189,254
- -----------------------
</TABLE>
    
   
  * Computed on an annualized basis.     
   
(a) Reflects operations for the period from August 18, 1989 (date of initial
    public investment) to May 31, 1990.     
   
(b) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.     
   
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.     
   
Further information about the Fund's performance is contained in the Fund's
Annual Report, dated May 31, 1996, which can be obtained free of charge.     


GENERAL INFORMATION
- -------------------------------------------------------------------------------
   
The Company was established as a Maryland corporation under Articles of
Incorporation dated February 1, 1993. The Articles of Incorporation permit the
Company to offer separate series of shares representing interests in separate
portfolios of securities. The Fund is designed for customers of financial
institutions such as banks, fiduciaries, custodians of public funds,
investment advisers, and broker/dealers as a convenient means of accumulating
an interest in a professionally managed portfolio investing in short-term
money market securities. A minimum initial investment of $10,000 is required,
except for retirement plans.     

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

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

INVESTMENT POLICIES
   
The Fund pursues its investment objective by investing in a portfolio of money
market securities maturing in 13 months or less. The average maturity of the
securities in the Fund's portfolio, computed on a dollar-weighted basis, will
be 90 days or less. Unless indicated otherwise, the investment policies may be
changed by the Board of Directors ("the Directors") without shareholder
approval. Shareholders will be notified before any material change in these
policies becomes effective.     
   
ACCEPTABLE INVESTMENTS. The Fund invests in high quality money market
instruments that are either rated in one of the two highest short-term rating
category by one or more nationally recognized statistical rating organizations
("NRSROs") or are of comparable quality to securities having such ratings.
Examples of these instruments include, but are not limited to:     

  . domestic issues of corporate debt obligations, including variable rate
    demand notes;
  . commercial paper (including Canadian Commercial Paper and Europaper);
     
  . certificates of deposit, demand and time deposits, bankers' acceptances
    and other instruments of domestic and foreign banks and other deposit
    institutions ("Bank Instruments");     
  . short-term credit facilities;
  . asset-backed securities;
  . obligations issued or guaranteed as to payment of principal and interest
    by the U.S. government or one of its agencies or instrumentalities; and
  . other money market instruments.

The Fund invests only in instruments denominated and payable in U.S. dollars.

  VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term debt
  instruments that have variable or floating interest rates and provide the
  Fund with the right to tender the security for repurchase at its stated
  principal amount plus accrued interest. Such securities typically bear
  interest at a rate that is intended to cause the securities to trade at
  par. The interest rate may float or be adjusted at regular intervals
  (ranging from daily to annually), and is normally based on a published
  interest rate or interest rate index. Most variable rate demand notes
  allow the Fund to demand the repurchase of the security on not more than
  seven days prior notice. Other notes only permit the Fund to tender the
  security at the time of each interest rate adjustment or at other fixed
  intervals. See "Demand Features." The Fund treats variable rate demand
  notes as maturing on the later of the date of the next interest rate
  adjustment or the date on which the Fund may next tender the security for
  repurchase.

  BANK INSTRUMENTS. The Fund only invests in Bank Instruments either issued
  by an institution having capital, surplus and undivided profits over $100
  million, or insured by the Bank Insurance Fund ("BIF") or the Savings
  Association Insurance Fund ("SAIF"). Bank Instruments may include
  Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of
  Deposit ("Yankee CDs") and Eurodollar Time Deposits ("ETDs"). The Fund
  will treat securities credit enhanced with a bank's letter of credit as
  Bank Instruments.

  ASSET-BACKED SECURITIES. Asset-backed securities are securities issued by
  special purpose entities whose primary assets consist of a pool of loans
  or accounts receivable. The securities may take the form of beneficial
  interests in special purpose trusts, limited partnership interests, or
  commercial paper or other debt securities issued by a special purpose
  corporation. Although the securities often have some form of credit or
  liquidity enhancement, payments on the securities depend predominantly
  upon collections of the loans and receivables held by the issuer.

  SHORT-TERM CREDIT FACILITIES. The Fund may enter into, or acquire
  participations in, short-term borrowing arrangements with corporations,
  consisting of either a short-term revolving credit facility or a master
  note agreement payable upon demand. Under these arrangements, the borrower
  may reborrow funds during the term of the facility. The Fund treats any
  commitments to provide such advances as a standby commitment to purchase
  the borrower's notes.

       

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.

   

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, default or change in the credit quality of the party providing the
credit enhancement will adversely affect the quality and marketability of the
underlying security and could cause losses to the Fund and affect its share
price.     

   
DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period
(usually seven days) following a demand by the Fund. The demand feature may be
issued by the issuer of the underlying securities, a dealer in the securities,
or by another third party, and may not be transferred separately from the
underlying security. The Fund uses these arrangements to provide the Fund with
liquidity and not to protect against changes in the market value of the
underlying securities. The bankruptcy, receivership, or default by the issuer
of the demand feature, or a default on the underlying security or other event
that terminates the demand feature before its exercise, will adversely affect
the liquidity of the underlying security. Demand features that are exercisable
even after a payment default on the underlying security may be treated as a
form of credit enhancement.     

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

   
The Fund may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Fund may enter into transactions to
sell its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at
later dates. The Fund may realize short-term profits or losses upon the sale
of such commitments.     

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

   
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities law. However, the Fund will
limit investments in illiquid securities, including certain restricted
securities not determined by the Directors to be liquid, non-negotiable time
deposits, and repurchase agreements providing for settlement in more than
seven days after notice, to 10% of its net assets.     


The Fund may invest in commercial paper issued in reliance on the exemption
from registration afforded by Section 4(2) of the Securities Act of 1933.
Section 4(2) commercial paper is restricted as to disposition under federal
securities law, and is generally sold to institutional investors, such as the
Fund, who agree that they are purchasing the paper for investment purposes and
not with a view to public distribution. Any resale by the purchaser must be in
an exempt transaction. Section 4(2) commercial paper is normally resold to
other institutional investors like the Fund through or with the assistance of
the issuer or investment dealers who make a market in Section 4(2) commercial
paper, thus providing liquidity. The Fund believes that Section 4(2)
commercial paper and possibly certain other restricted securities which meet
the criteria for liquidity established by the Directors of the Fund are quite
liquid. The Fund intends, therefore, to treat the restricted securities which
meet the criteria for liquidity established by the Directors, including
Section 4(2) commercial paper, as determined by the Fund's investment adviser,
as liquid and not subject to the investment limitation applicable to illiquid
securities. In addition, because Section 4(2) commercial paper is liquid, the
Fund intends to not subject such paper to the limitation applicable to
restricted securities.

   
CONCENTRATION OF INVESTMENTS. The Fund may invest 25% or more of its total
assets in commercial paper issued by finance companies. The finance companies
in which the Fund intends to invest can be divided into two categories,
commercial finance companies and consumer finance companies. Commercial
finance companies are principally engaged in lending to corporations or other
businesses. Consumer finance companies are primarily engaged in lending to
individuals. Captive finance companies or finance subsidiaries which exist to
facilitate the marketing and financial activities of their parent will, for
purposes of industry concentration, be classified in the industry of their
parent's corporation. In addition, the Fund may invest 25% or more of the
value of its total assets in instruments 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. Concentrating investments in
one industry may subject the Fund to more risk than if it did not concentrate.
    

INVESTMENT RISKS

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject
to different risks than domestic obligations of domestic banks or
corporations. Examples of these risks include international economic and
political developments, foreign governmental restrictions that may adversely
affect the payment of principal or interest, foreign withholding or other
taxes on interest income, difficulties in obtaining or enforcing a judgment
against the issuing entity, and the possible impact of interruptions in the
flow of international currency transactions. Risks may also exist for ECDs,
ETDs, and Yankee CDs because the banks issuing these instruments, or their
domestic or foreign branches, are not necessarily subject to the same
regulatory requirements that apply to domestic banks, such as reserve
requirements, loan limitations, examinations, accounting, auditing,
recordkeeping, and the public availability of information. These factors will
be carefully considered by the Fund's adviser in selecting investments for the
Fund.

INVESTMENT LIMITATIONS

   
The Fund will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Fund sells a money market instrument for
a percentage of its cash value with an agreement to buy it back on a set date)
or pledge securities except, under certain circumstances, the Fund may
borrow up to one-third of the value of its total assets and pledge up to 10%
of its total assets to secure such borrowings. These investment limitations
cannot be changed without shareholder approval.     
       
FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND
   
BOARD OF DIRECTORS. The Fund is managed by a Board of Directors. The Directors
are responsible for managing the Fund's business affairs and for exercising
all the Company's powers except those reserved for the shareholders. An
Executive Committee of the Board of Directors handles the Board's
responsibilities between meetings of the Board.     

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Advisers, the Fund's investment adviser, subject to direction by the
Directors. The adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
portfolio instruments.
     
  ADVISORY FEES. The adviser receives an annual investment advisory fee
  equal to .50% of the Fund's average daily net assets. The adviser has
  undertaken to reimburse the Fund up to the amount of the advisory fee for
  operating expenses in excess of limitations established by certain states.
  Also, the adviser may voluntarily choose to waive a portion of its fee or
  reimburse other expenses of the Fund, but reserves the right to terminate
  such waiver or reimbursement at any time at its sole discretion.     
     
  ADVISER'S BACKGROUND. Federated Advisers, a Delaware business trust,
  organized on April 11, 1989, is a registered investment adviser under the
  Investment Advisers Act of 1940. It is a subsidiary of Federated
  Investors. All of the Class A (voting) shares of Federated Investors are
  owned by a trust, the trustees of which are John F. Donahue, Chairman and
  Trustee of Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son,
  J. Christopher Donahue, who is President and Trustee of Federated
  Investors.     
     
  Federated Advisers and other subsidiaries of Federated Investors serve as
  investment advisers to a number of investment companies and private
  accounts. Certain other subsidiaries also provide administrative services
  to a number of investment companies. With over $80 billion invested across
  more than 250 funds under management and/or administration by its
  subsidiaries, as of December 31, 1995, Federated Investors is one of the
  largest mutual fund investment managers in the United States. With more
  than 1,800 employees, Federated continues to be led by the management who
  founded the company in 1955. Federated funds are presently at work in and
  through 4,000 financial institutions nationwide. More than 100,000
  investment professionals have selected Federated funds for their clients.
      

   

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

DISTRIBUTION OF SHARES

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

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

       

   
DISTRIBUTION AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the
distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers and brokers/dealers to
provide distribution and/or administrative services as agents for their
clients or customers. These services may include, but are not limited to the
following functions: providing office space, equipment, telephone facilities,
and various personnel including clerical, supervisory, and computer 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 regarding the Fund; assisting clients in changing dividend options,
account designations, and addresses; and providing such other services as the
Fund reasonably requests.     

   
The distributor will pay financial institutions a fee based upon shares
subject to the Plan and owned by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid will be determined
from time to time by the Directors of the Fund provided that for any period
the total amount of these fees shall not exceed an annual rate of .35% of the
average net asset value of shares subject to the Plan held during the period
by clients or customers of financial institutions. The current annual rate of
such fees is .35%. Any fees paid by the distributor under the Plan, will be
reimbursed from the assets of the Fund.     

   
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to.25% of the average daily net asset
value of the Fund to obtain personal services for shareholders and for the
maintenance of shareholder accounts. Under the Shareholder Services Agreement,
Federated Shareholders Services will either perform shareholder services
directly or will select financial institutions to perform shareholder
services. From time to time and for such periods as deemed appropriate, the
amounts stated above may be reduced voluntarily. Financial institutions will
receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.
    

       

   

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Distribution Plan, Federated Securities Corp. from its own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services.
    

   
The support may include sponsoring sales, educational and training seminars
for their employees, providing sales literature, and engineering computer
software programs that emphasize the attributes of the Fund. Such assistance
will be predicated upon the amount of shares the financial institution sells
or may sell, and/or upon the type and nature of sales or marketing support
furnished by the financial institution. Any payments made by the distributor
may be reimbursed by the Fund's investment adviser or its affiliates.     

       

ADMINISTRATION OF THE FUND

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

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

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

       

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

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

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

   
HOW TO PURCHASE SHARES     
- -------------------------------------------------------------------------------
   
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock Exchange
is open for business. Shares may be purchased as described below, either through
a financial institution (such as a bank or broker/dealer) or by wire or by check
directly from the Fund, with a minimum initial investment of $10,000 or more or
additional investments of as little as $500. The minimum initial and subsequent
investments for retirement plans are only $1,000 and $500, respectively.
Financial institutions may impose different minimum investment requirements on
their customers.    

   
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and
returning the new account form available from the Fund before shares can be
purchased.     

   
PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION. Investors may purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders are considered received when the Fund receives payment by
wire or converts payment by check from the financial institution into federal
funds. It is the financial institution's responsibility to transmit orders
promptly. Financial institutions may charge additional fees for their
services.     

   
PURCHASING SHARES BY WIRE. Shares may be purchased by wire by calling the Fund
before 3:00 p.m. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00
p.m. (Eastern time) in order to begin earning dividends that same day. Federal
funds should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For
Credit to: Prime Cash Series; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted. Questions on
wire purchases should be directed to your shareholder services representative
at the telephone number listed on your account statement.     

   
PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600.
The check should be made payable to Prime Cash Series. Please include an
account number on the check. Orders by mail are considered received when
payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next day.
    

   
SPECIAL PURCHASE FEATURES     

   
SYSTEMATIC INVESTMENT PROGRAM. A minimum of $500 can be automatically
withdrawn periodically from the shareholder's checking account at an Automated
Clearing House ("ACH") member and invested in Fund shares. Shareholders should
contact their financial institution or the Fund to participate in this
program.     

   
HOW TO REDEEM SHARES     
- -------------------------------------------------------------------------------
       

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


   
REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION. Shares may be redeemed by
contacting the shareholder's financial institution. Shares will be redeemed at
the net asset value next determined after Federated Shareholder Services
Company receives the redemption request. According to the shareholder's
instructions, redemption proceeds can be sent to the financial institution or
to the shareholder by check or by wire. The financial institution is
responsible for promptly submitting redemption requests and providing proper
written redemption instructions. Customary fees and commissions may be charged
by the financial institution for this service.     

   
REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by
calling the Fund provided the Fund has a properly completed authorization
form. These forms can be obtained from Federated Securities Corp. Ordinarily,
proceeds from redemption requests before 12:00 noon (Eastern time) will be
wired the same day to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System, but will not include that
day's dividend. Proceeds from redemption requests received after that time
include that day's dividend but will be wired the following business day.
Under limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2:00 p.m. (Eastern time). Proceeds from redeemed
shares purchased by check or through ACH will not be wired until that method
of payment has cleared. Proceeds from redemption requests on holidays when
wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at
the telephone number listed on your account statement.     

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

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

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

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

       

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

   
SPECIAL REDEMPTION FEATURES     
   
CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their Fund shares. Shareholder accounts will continue
to receive the daily dividend declared on the shares to be redeemed until the
check is presented to UMB Bank, N.A., the bank responsible for administering
the check writing program, for payment. However, checks should never be made
payable or sent to UMB Bank, N.A. or the Fund to redeem shares, and a check
may not be written to close an account.     

   
DEBIT CARD. Upon request, a debit account will be established. This account
allows shareholders to redeem shares by using a debit card. A fee will be
charged to the account for this service.     

   
SYSTEMATIC WITHDRAWAL PROGRAM. If a shareholder's account has a value of at
least $10,000, a systematic withdrawal program may be established whereby
automatic redemptions are made from the account and transferred electronically
to any commercial bank, savings bank, or credit union that is an ACH member.
Shareholders may apply for participation in this program through their
financial institutions or the Fund.     
   
ACCOUNT AND SHARE INFORMATION     
- -------------------------------------------------------------------------------
       

   
DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Fund
unless cash payments are requested by writing to the Fund.     

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

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

   
ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account, except accounts
maintained by retirement plans, and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $10,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.     

   
VOTING RIGHTS. Each share of the Company owned by a shareholder gives that
shareholder one vote in Director elections and other matters submitted to
shareholders for vote. All shares of each portfolio in the Company have equal
voting rights, except that in matters affecting only a particular portfolio,
only shareholders of that portfolio are entitled to vote. The Company is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Company's or the Fund's operation and
for election of Directors under certain circumstances.     

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

       

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

FEDERAL INCOME TAX
   
The Fund will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal tax purposes
so that income (including capital gains) and losses realized by the Company's
other portfolios will not be combined for tax purposes with those realized by
the Fund.     

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

   
STATE AND LOCAL TAXES     

   
Company shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.     

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

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------
   
From time to time, the Fund advertises its yield, effective yield, and total
return.     

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on
an investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by
an investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
   
Total return represents the change, over a specified period of time, in the
value of an investment in the Fund after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.     

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

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

                                                  Federated Investors Tower
Prime Cash Series                                 Pittsburgh, PA 15222-3779
- --------------------------------------------------------------------------------

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

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

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

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

Independent Public Accountants
              Deloitte & Touche LLP               2500 One PPG Place
                                                  Pittsburgh, PA 15222
- --------------------------------------------------------------------------------
    

                                     PRIME CASH SERIES
                                        
                                     PROSPECTUS     
                                        
                                     A Portfolio of Cash Trust Series, Inc.,
                                     an Open-End Management Investment Company
                                            
                                     Prospectus dated September 30, 1996     

  [LOGO]
Since 1955        FEDERATED INVESTORS

                  Federated Investors Tower
                  Pittsburgh, PA 15222-3779

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



       
    CUSIP 147551105
    9080101A (9/96)                   [LOGO]




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

PROSPECTUS
   
The shares of Treasury Cash Series (the "Fund") offered by this prospectus
represent interests in a portfolio of Cash Trust Series, Inc. (the "Company"),
an open-end management investment company (a mutual fund). The Fund invests in
short-term U.S. Treasury securities to achieve current income consistent with
stability of principal and liquidity.     

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
   
The Fund has also filed a Statement of Additional Information dated September
30, 1996, with the Securities and Exchange Commission ("SEC"). The information
contained in the Statement of Additional Information is incorporated by
reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have
received your prospectus electronically, free of charge by calling 1-800-341-
7400. To obtain other information, or make inquiries about the Fund, contact
your financial institution. The Statement of Additional Information, material
incorporated by reference into this document, and other information regarding
the Fund is maintained electronically with the SEC at Internet Web site
(http://www/sec.gov).     

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

   
Prospectus dated September 30, 1996     

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
   
SUMMARY OF FUND EXPENSES       1     
- -------------------------------------
   
FINANCIAL HIGHLIGHTS--TREASURY CASH
SERIES                         2     

- -------------------------------------
   
GENERAL INFORMATION            3     
- -------------------------------------
   
INVESTMENT INFORMATION         3     
- -------------------------------------
   
 Investment Objective          3     
   
 Investment Policies           3     
   
 Investment Limitations        4     
   
FUND INFORMATION               4     
- -------------------------------------
   
 Management of the Fund        4     
   
 Distribution of Shares        5     
   
 Administration of the Fund    6     
   
NET ASSET VALUE                7     
- -------------------------------------

   
HOW TO PURCHASE SHARES         7     
- -------------------------------------
   
 Special Purchase Features     8     

   
HOW TO REDEEM SHARES           8     
- -------------------------------------
   
 Special Redemption Features   9     
   
ACCOUNT AND SHARE INFORMATION 10     
- -------------------------------------
   
TAX INFORMATION               10     
- -------------------------------------
   
 Federal Income Tax           10     
   
 State and Local Taxes        11     
   
PERFORMANCE INFORMATION       11     
- -------------------------------------
   
ADDRESSES                     12     
- -------------------------------------

       
   
SUMMARY OF FUND EXPENSES     
- -------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                  <C>   <C>
                       SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
 (as a percentage of offering price)...............................         None
Maximum Sales Charge Imposed on Reinvested Dividends
 (as a percentage of offering price)...............................         None
Contingent Deferred Sales Charge (as a percentage of original
 purchase price
 or redemption proceeds, as applicable)............................         None
Redemption Fee (as a percentage of amount redeemed, if applicable).         None
Exchange Fee.......................................................         None
                           ANNUAL OPERATING EXPENSES
                    (As a percentage of average net assets)
Management Fee (after waiver) (1)..................................        0.46%
12b-1 Fee (after waiver) (2).......................................        0.10%
Total Other Expenses...............................................        0.43%
  Shareholder Services Fee.........................................  0.25%
Total Operating Expenses (3).......................................        0.99%
</TABLE>
    
   
(1) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.50%.     
   
(2) The maximum 12b-1 fee is 0.35%. The 12b-1 fee has been reduced to reflect
    the voluntary waiver of a portion of the 12b-1 fee. The distributor can
    terminate this voluntary waiver at any time at its sole discretion.     
   
(3) The total operating expenses were 1.28% absent the voluntary waivers of
    portions of the management fee and the 12b-1 fee.     
   
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Fund Information". Wire-transferred redemptions of less
than $5,000 may be subject to additional fees.     

   
<TABLE>
<CAPTION>
EXAMPLE                                      1 YEAR  3 YEARS  5 YEARS  10 YEARS
- --------                                     ------- -------- -------- --------
<S>                                          <C>     <C>      <C>      <C>
You would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual
return and
(2) redemption at the end of each time
period......................................   $10     $32      $55      $121
</TABLE>
    
   
  THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.     

   
TREASURY CASH SERIES     
   
FINANCIAL HIGHLIGHTS     
- -------------------------------------------------------------------------------
   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)     
   
The following table has been audited by Deloitte & Touche LLP, the Fund's
independent auditors. Their report, dated July 10, 1996, on the Fund's
financial statements for the year ended May 31, 1996, and on the following
table for each of the periods presented, is included in the Annual Report,
which is incorporated by reference. This table should be read in conjunction
with the Fund's financial statements and notes thereto, which may be obtained
from the Fund.     

   
<TABLE>
<CAPTION>
                                               YEAR ENDED MAY 31,
                         --------------------------------------------------------------------
                           1996      1995      1994      1993      1992      1991    1990(A)
- -----------------------  --------  --------  --------  --------  --------  --------  --------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGIN-
NING OF PERIOD             $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
- -----------------------
INCOME FROM INVESTMENT
OPERATIONS
- -----------------------
 Net investment income       0.05      0.04      0.02      0.02      0.04      0.07      0.02
- -----------------------
LESS DISTRIBUTIONS
- -----------------------
 Distributions from net
 investment income          (0.05)    (0.04)    (0.02)    (0.02)    (0.04)    (0.07)    (0.02)
- -----------------------  --------  --------  --------  --------  --------  --------  --------
NET ASSET VALUE, END OF
PERIOD                     $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
- -----------------------  --------  --------  --------  --------  --------  --------  --------
TOTAL RETURN (B)             4.83%     4.34%     2.37%     2.47%     4.24%     6.83%     2.42%
- -----------------------
RATIOS TO AVERAGE NET
ASSETS
- -----------------------
 Expenses                    0.99%     0.99%     0.99%     0.99%     0.98%     0.88%     0.60%*
- -----------------------
 Net investment income       4.70%     4.26%     2.33%     2.46%     4.18%     6.39%     7.75%*
- -----------------------
 Expense waiver/
 reimbursement (c)           0.29%     0.08%     0.10%     0.04%     0.04%     0.22%     0.44%*
- -----------------------
SUPPLEMENTAL DATA
- -----------------------
 Net assets, end of
 period (000 omitted)    $593,730  $424,091  $427,005  $532,334  $638,761  $713,430  $127,800
- -----------------------
</TABLE>
    
   
 * Computed on an annualized basis.     
   
(a) Reflects operations for the period from February 7, 1990 (date of initial
    public investment) to May 31, 1990.     
   
(b) Based on net asset value, which does not reflect the sales charge
    contingent deferred sales charge, if applicable.     
   
(c) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above.     
   
Further information about the Fund's performance is contained in the Fund's
Annual Report dated May 31, 1996, which can be obtained free of charge.     

GENERAL INFORMATION
- -------------------------------------------------------------------------------
   
The Company was established as a Maryland corporation under Articles of
Incorporation dated February 1, 1993. The Articles of Incorporation permit the
Company to offer separate series of shares representing interests in separate
portfolios of securities. The Fund is designed for customers of financial
institutions such as banks, fiduciaries, custodians of public funds,
investment advisers, and broker/dealers as a convenient means of accumulating
an interest in a professionally managed portfolio investing only in short-term
U.S. Treasury securities. A minimum initial investment of $10,000 is required,
except for retirement plans.     

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

INVESTMENT INFORMATION
- -------------------------------------------------------------------------------

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

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

       

ACCEPTABLE INVESTMENTS. The Fund invests only in U.S. Treasury securities,
which are fully guaranteed as to principal and interest by the United States.

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.

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

   
The Fund may dispose of a commitment prior to settlement if the adviser deems
it appropriate to do so. In addition, the Fund may enter into transactions to
sell its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at
later dates. The Fund may realize short-term profits or losses upon the sale
of such commitments.     

INVESTMENT LIMITATIONS
   
The Fund will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Fund sells a money market instrument for
a percentage of its cash value with an agreement to buy it back on a set date)
or pledge securities except, under certain circumstances, the Fund may borrow
up to one-third of the value of its total assets and pledge up to 10% of its
total assets to secure such borrowings.     

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

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

FUND INFORMATION
- -------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

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

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

  ADVISORY FEES. The adviser receives an annual investment advisory fee
  equal to .50% of the Fund's average daily net assets. The adviser has
  undertaken to reimburse the Fund up to the amount of the advisory fee for
  operating expenses in excess of limitations established by certain states.
  Also, the adviser may voluntarily choose to waive a portion of its fee or
  reimburse other expenses of the Fund, but reserves the right to terminate
  such waiver or reimbursement at any time at its sole discretion.


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

     
  Federated Advisers and other subsidiaries of Federated Investors serve as
  investment advisers to a number of investment companies and private
  accounts. Certain other subsidiaries also provide administrative services
  to a number of investment companies. With over $80 billion invested across
  more than 250 funds under management and/or administration by its
  subsidiaries, as of December 31, 1995, Federated Investors is one of the
  largest mutual fund investment managers in the United States. With more
  than 1,800 employees, Federated continues to be led by the management who
  founded the company in 1955. Federated funds are presently at work in and
  through 4,000 financial institutions nationwide. More than 100,000
  investment professionals have selected Federated funds for their clients.
      

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

DISTRIBUTION OF SHARES

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

State securities laws may require certain financial institutions such as
depository institutions to register as dealers.

   
DISTRIBUTION AND SHAREHOLDER SERVICES. Under a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the
distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers and brokers/dealers to
provide distribution and/or administrative services as agents for their
clients or customers. These services may include, but are not limited to the
following functions: providing office space, equipment, telephone facilities,
and various personnel including clerical, supervisory, and computer 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 regarding the Fund; assisting clients in changing dividend options,
account designations, and addresses; and providing such other services as the
Fund reasonably requests.     


   
The distributor will pay financial institutions a fee based upon shares subject
to the Plan and owned by their clients or customers. The schedules of such fees
and the basis upon which such fees will be paid will be determined from time to
time by the Directors of the Fund provided that for any period the total amount
of these fees shall not exceed an annual rate of .35% of the average net asset
value of shares subject to the Plan held during the period by clients or
customers of financial institutions. The current annual rate of such fees is
 .35%. Any fees paid by the distributor under the Plan, will be reimbursed from
the assets of the Fund.     

       

   
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under
which the Fund may make payments up to .25% of the average daily net asset
value of the Fund to obtain personal services for shareholders and for the
maintenance of shareholder accounts. Under the Shareholder Services Agreement,
Federated Shareholders Services will either perform shareholder services
directly or will select financial institutions to perform shareholder services.
From time to time and for such periods as deemed appropriate, the amounts
stated above may be reduced voluntarily. Financial institutions will receive
fees based upon shares owned by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid will be determined
from time to time by the Fund and Federated Shareholder Services.     
       

   
SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Distribution Plan, Federated Securities Corp. from its own
assets, may pay financial institutions supplemental fees for the performance of
substantial sales services, distribution-related support services, or
shareholder services.     

   
The support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished
by the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's investment adviser or its affiliates.     

ADMINISTRATION OF THE FUND

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

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


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

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

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

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

   
HOW TO PURCHASE SHARES     
- -------------------------------------------------------------------------------
   
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days which the New York Stock
Exchange is open for business. Shares may be purchased as described below,
either through a financial institution (such as a bank or broker/dealer) or by
wire or by check directly from the Fund, with a minimum initial investment of
$10,000 or more or additional investments of as little as $500. The minimum
initial and subsequent investments for retirement plans are only $1,000 and
$500, respectively. Financial institutions may impose different minimum
investment requirements on their customers.     

   
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and
returning the new account form available from the Fund before shares can be
purchased.     

   
PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION. Investors may purchase
shares through a financial institution which has a sales agreement with the
distributor. Orders are considered received when the Fund receives payment by
wire or converts payment by check from the financial institution into federal
funds. It is the financial institution's responsibility to transmit orders
promptly. Financial institutions may charge additional fees for their
services.     

   
PURCHASING SHARES BY WIRE. Shares may be purchased by wire by calling the Fund
before 3:00 p.m. (Eastern time) to place an order. The order is considered
received immediately. Payment by federal funds must be received before 3:00
p.m. (Eastern time) in order to begin earning dividends that same day. Federal
funds should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, MA; Attention: EDGEWIRE; For
Credit to: Treasury Cash Series; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Order Number;
Nominee or Institution Name; and ABA Number 011000028.     

   
Shares cannot be purchased by wire on holidays when wire transfers are
restricted. Questions on wire purchases should be directed to your shareholder
services representative at the telephone number listed on your account
statement.     

   
PURCHASING SHARES BY CHECK. Shares may be purchased by sending a check to
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600.
The check should be made payable to Treasury Cash Series. Please include an
account number on the check. Orders by mail are considered received when
payment by check is converted into federal funds (normally the business day
after the check is received), and shares begin earning dividends the next day.
    

SPECIAL PURCHASE FEATURES

   
SYSTEMATIC INVESTMENT PROGRAM. A minimum of $500 can be automatically
withdrawn periodically from the shareholder's checking account at an Automated
Clearing House ("ACH") member and invested in Fund shares. Shareholders should
contact their financial institution or the Fund to participate in this
program.     

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

   
REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION. Shares may be redeemed by
contacting the shareholder's financial institution. Shares will be redeemed at
the net asset value next determined after Federated Shareholder Services
Company receives the redemption request. According to the shareholder's
instructions, redemption proceeds can be sent to the financial institution or
to the shareholder by check or by wire. The financial institution is
responsible for promptly submitting redemption requests and providing proper
written redemption instructions. Customary fees and commissions may be charged
by the financial institution for this service.     

   
REDEEMING SHARES BY TELEPHONE. Redemptions in any amount may be made by
calling the Fund provided the Fund has a properly completed authorization
form. These forms can be obtained from Federated Securities Corp. Ordinarily,
proceeds from redemption requests before 12:00 noon (Eastern time) will be
wired the same day to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System, but will not include that
day's dividend. Proceeds from redemption requests received after that time
include that day's dividend but will be wired the following business day.
Under limited circumstances, arrangements may be made with the distributor for
same-day payment of proceeds, without that day's dividend, for redemption
requests received before 2:00 p.m. (Eastern time). Proceeds from redeemed
shares purchased by check or through ACH will not be wired until that method
of payment has cleared. Proceeds from redemption requests on holidays when
wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at
the telephone number listed on your account statement.     

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

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

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

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

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

SPECIAL REDEMPTION FEATURES

   
CHECK WRITING. Upon request, a checking account will be established to allow
shareholders to redeem their Fund shares. Shareholder accounts will continue
to receive the daily dividend declared on the shares to be redeemed until the
check is presented to UMB Bank, N.A., the bank responsible for administering
the check writing program, for payment. However, checks should never be made
payable or sent to UMB Bank, N.A. or the Fund to redeem shares, and a check
may not be written to close an account.     

   
DEBIT CARD. Upon request, a debit account will be established. This account
allows shareholders to redeem shares by using a debit card. A fee will be
charged to the account for this service.     

   
SYSTEMATIC WITHDRAWAL PROGRAM. If a shareholder's account has a value of at
least $10,000, a systematic withdrawal program may be established whereby
automatic redemptions are made from the account and transferred electronically
to any commercial bank, savings bank, or credit union that is an ACH member.
Shareholders may apply for participation in this program through their
financial institutions or the Fund.     

ACCOUNT AND SHARE INFORMATION
- -------------------------------------------------------------------------------
   
DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Fund
unless cash payments are requested by writing to the Fund.     

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

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

   
ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, the Fund may redeem shares in any account, except accounts
maintained by retirement plans, and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $10,000 due to
shareholder redemptions. Before shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
shares to meet the minimum requirement.     

   
VOTING RIGHTS. Each share of the Company owned by a shareholder gives that
shareholder one vote in Director elections and other matters submitted to
shareholders for vote. All shares of each portfolio in the Company have equal
voting rights, except that in matters affecting only a particular portfolio,
only shareholders of that portfolio are entitled to vote. The Company is not
required to hold annual shareholder meetings. Shareholder approval will be
sought only for certain changes in the Company's or the Fund's operation and
for election of Directors under certain circumstances.     

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

       

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Company's other portfolios will not be combined for tax purposes with those
realized by the Fund.



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

STATE AND LOCAL TAXES

Company shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.

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

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------
   
From time to time, the Fund advertises its yield, effective yield, and total
return.     

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

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

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


ADDRESSES
- ------------------------------------------------------------------------------
   
<TABLE>

<S>                 <C>                                      <C>
 Treasury Cash Series
                                                             Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------
Distributor

                    Federated Securities Corp.               Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------
Investment Adviser
                    Federated Advisers                       Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ---------------------------------------------------------------------------------------
 Custodian
                   State Street Bank and Trust Company       P.O. Box 8600
                                                             Boston, MA 02266-8600
- ---------------------------------------------------------------------------------------
 Transfer Agent and Dividend Disbursing Agent
                   Federated Shareholder Services Company    P.O. Box 8600
                                                             Boston, MA 02266-8600
- ---------------------------------------------------------------------------------------
 Independent Public Accountants
                   Deloitte & Touche LLP                     2500 One PPG Place
                                                             Pittsburgh, PA 15222
- ---------------------------------------------------------------------------------------
</TABLE>
    


                                        TREASURY CASH SERIES

                                        PROSPECTUS
                                           
                                        A Portfolio of Cash Trust Series, Inc.,
                                        an Open-End Management Investment
                                        Company     
                                           
                                        Prospectus dated September 30, 1996
                                            

  [LOGO]        FEDERATED INVESTORS
Since 1955
                Federated Investors Tower
                Pittsburgh, PA 15222-3779

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

    CUSIP 147551402
    0010801A (9/96)

                                     [LOGO]






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; +
                    (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).


               (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.+


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).


             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 25th 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 25, 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 25, 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. 14 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 20, 1996



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

                             POWER OF ATTORNEY


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


SIGNATURES                    TITLE                          DATE



/s/John F. Donahue            Chairman and DirectorSeptember 3, 1996
John F. Donahue               (Chief Executive Officer)


/s/Richard B Fisher           President         September 3, 1996
Richard B. Fisher



/s/John W. McGonigle          Treasurer and ExecutiveSeptember 3, 1996
John W. McGonigle             Vice President
                              (Principal Financial and
                              Accounting Officer)



/s/Thomas G. Bigley           Director          September 3, 1996
Thomas G. Bigley



/s/John T. Conroy, Jr.        Director          September 3, 1996
John T. Conroy, Jr.




SIGNATURES                    TITLE                          DATE



/s/William J. Copeland        Director          September 3, 1996
William J. Copeland

/s/James E. Dowd              Director          September 3, 1996
James E. Dowd



/s/Lawrence D. Ellis, M.D.    Director          September 3, 1996
Lawrence D. Ellis, M.D.



/s/Edward L. Flaherty, Jr.    Director          September 3, 1996
Edward L. Flaherty, Jr.



/s/Peter E. Madden            Director          September 3, 1996
Peter E. Madden



/s/Gregor F. Meyer            Director          September 3, 1996
Gregor F. Meyer



/s/John E. Murray, Jr.        Director          September 3, 1996
John E. Murray, Jr.



/s/Wesley W. Posvar           Director          September 3, 1996
Wesley W. Posvar



/s/Marjorie P. Smuts          Director          September 3, 1996
Marjorie P. Smuts




Sworn to and subscribed before me this 3rd day of September, 1996

/s/Marie M. Hamm
Marie M. Hamm

Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
Member, Pennsylvania Association of Notaries




                                        Exhibit 9(i) under Form N-1A
                                  Exhibit 10 under Item 601/Reg. S-K

                                 AGREEMENT
                                    FOR
                         FUND ACCOUNTING SERVICES,
                         ADMINISTRATIVE SERVICES,
                         TRANSFER AGENCY SERVICES
                                    AND
                       CUSTODY SERVICES PROCUREMENT

  AGREEMENT made as of March 1, 1996, by and between those investment
companies listed on Exhibit 1 as may be amended from time to time, having
their principal office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (the `Investment Company''), on behalf of the
portfolios (individually referred to herein as a `Fund'' and collectively
as `Funds'') of the Investment Company, and FEDERATED SERVICES COMPANY, a
Pennsylvania corporation, having its principal office and place of business
at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 on behalf
of itself and its subsidiaries (the `Company'').
  WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the `1940 Act''), with authorized and issued shares of capital stock or
beneficial interest (`Shares'');
  WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined)
including certain pricing, accounting and recordkeeping services for each
of the Funds, including any classes of shares issued by any Fund
(`Classes'') if so indicated on Exhibit 1, and the Company desires to
accept such appointment;
  WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein
defined), if so indicated on Exhibit, and the Company desires to accept
such appointment;
  WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer
agency services (as herein defined) if so indicated on Exhibit 1, and agent
in connection with certain other activities, and the Company desires to
accept such appointment; and
  WHEREAS, the Investment Company may desire to appoint the Company as its
agent to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the
Company desires to accept such appointment; and
  NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
SECTION ONE: FUND ACCOUNTING.
ARTICLE 1.  APPOINTMENT.
  The Investment Company hereby appoints the Company to provide certain
pricing and accounting services to the Funds, and/or the Classes, for the
period and on the terms set forth in this Agreement. The Company accepts
such appointment and agrees to furnish the services herein set forth in
return for the compensation as provided in Article 3 of this Section.
ARTICLE 2.  THE COMPANY'S DUTIES.
  Subject to the supervision and control of the Investment Company's Board
of Trustees or Directors (`Board''), the Company will assist the
Investment Company with regard to fund accounting for the Investment
Company, and/or the Funds, and/or the Classes, and in connection therewith
undertakes to perform the following specific services;
  A.  Value the assets of the Funds using: primarily, market quotations,
      including the use of matrix pricing, supplied by the independent
      pricing services selected by the Company in consultation with the
      adviser, or sources selected by the adviser, and reviewed by the
      board; secondarily, if a designated pricing service does not provide
      a price for a security which the Company believes should be
      available by market quotation, the Company may obtain a price by
      calling brokers designated by the investment adviser of the fund
      holding the security, or if the adviser does not supply the names of
      such brokers, the Company will attempt on its own to find brokers to
      price those securities; thirdly, for securities for which no market
      price is available, the Pricing Committee of the Board will
      determine a fair value in good faith. Consistent with Rule 2a-4 of
      the 40 Act, estimates may be used where necessary or appropriate.
      The Company's obligations with regard to the prices received from
      outside pricing services and designated brokers or other outside
      sources, is to exercise reasonable care in the supervision of the
      pricing agent. The Company is not the guarantor of the securities
      prices received from such agents and the Company is not liable to
      the Fund for potential errors in valuing a Fund's assets or
      calculating the net asset value per share of such Fund or Class when
      the calculations are based upon such prices. All of the above
      sources of prices used as described are deemed by the Company to be
      authorized sources of security prices. The Company provides daily to
      the adviser the securities prices used in calculating the net asset
      value of the fund, for its use in preparing exception reports for
      those prices on which the adviser has comment. Further, upon receipt
      of the exception reports generated by the adviser, the Company
      diligently pursues communication regarding exception reports with
      the designated pricing agents;
  B.  Determine the net asset value per share of each Fund and/or Class,
      at the time and in the manner from time to time determined by the
      Board and as set forth in the Prospectus and Statement of Additional
      Information (``Prospectus') of each Fund;
  C.  Calculate the net income of each of the Funds, if any;
  D.  Calculate realized capital gains or losses of each of the Funds
      resulting from sale or disposition of assets, if any;
  E.  Maintain the general ledger and other accounts, books and financial
      records of the Investment Company, including for each Fund, and/or
      Class, as required under Section 31(a) of the 1940 Act and the Rules
      thereunder in connection with the services provided by the Company;
  F.  Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
      the records to be maintained by Rule 31a-1 under the 1940 Act in
      connection with the services provided by the Company. The Company
      further agrees that all such records it maintains for the Investment
      Company are the property of the Investment Company and further
      agrees to surrender promptly to the Investment Company such records
      upon the Investment Company's request;
  G.  At the request of the Investment Company, prepare various reports or
      other financial documents in accordance with generally accepted
      accounting principles as required by federal, state and other
      applicable laws and regulations; and
  H.  Such other similar services as may be reasonably requested by the
      Investment Company.
  The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section
One, shall hereafter be referred to as `Fund Accounting Services.''
ARTICLE 3.  COMPENSATION AND ALLOCATION OF EXPENSES.
  A.  The Funds will compensate the Company for Fund Accounting Services
      in accordance with the fees agreed upon from time to time between
      the parties hereto. Such fees do not include out-of-pocket
      disbursements of the Company for which the Funds shall reimburse the
      Company. Out-of-pocket disbursements shall include, but shall not be
      limited to, the items agreed upon between the parties from time to
      time.
  B.  The Fund and/or the Class, and not the Company, shall bear the cost
      of: custodial expenses; membership dues in the Investment Company
      Institute or any similar organization; transfer agency expenses;
      investment advisory expenses; costs of printing and mailing stock
      certificates, Prospectuses, reports and notices; administrative
      expenses; interest on borrowed money; brokerage commissions; taxes
      and fees payable to federal, state and other governmental agencies;
      fees of Trustees or Directors of the Investment Company; independent
      auditors expenses; legal and audit department expenses billed to the
      Company for work performed related to the Investment Company, the
      Funds, or the Classes; law firm expenses; organizational expenses;
      or other expenses not specified in this Article 3 which may be
      properly payable by the Funds and/or Classes.
  C.  The compensation and out-of-pocket expenses attributable to the Fund
      shall be accrued by the Fund and shall be paid to the Company no
      less frequently than monthly, and shall be paid daily upon request
      of the Company. The Company will maintain detailed information about
      the compensation and out-of-pocket expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
  E.  The fee for the period from the effective date of this Agreement
      with respect to a Fund or a Class to the end of the initial month
      shall be prorated according to the proportion that such period bears
      to the full month period. Upon any termination of this Agreement
      before the end of any month, the fee for such period shall be
      prorated according to the proportion which such period bears to the
      full month period. For purposes of determining fees payable to the
      Company, the value of the Fund's net assets shall be computed at the
      time and in the manner specified in the Fund's Prospectus.
  F.  The Company, in its sole discretion, may from time to time
      subcontract to, employ or associate with itself such person or
      persons as the Company may believe to be particularly suited to
      assist it in performing Fund Accounting Services. Such person or
      persons may be affiliates of the Company, third-party service
      providers, or they may be officers and employees who are employed by
      both the Company and the Investment Company; provided, however, that
      the Company shall be as fully responsible to each Fund for the acts
      and omissions of any such subcontractor as it is for its own acts
      and omissions. The compensation of such person or persons shall be
      paid by the Company and no obligation shall be incurred on behalf of
      the Investment Company, the Funds, or the Classes in such respect.
SECTION TWO:  ADMINISTRATIVE SERVICES.
ARTICLE 4.  APPOINTMENT.
  The Investment Company hereby appoints the Company as Administrator for
the period on the terms and conditions set forth in this Agreement. The
Company hereby accepts such appointment and agrees to furnish the services
set forth in Article 5 of this Agreement in return for the compensation set
forth in Article 9 of this Agreement.
ARTICLE 5.  THE COMPANY'S DUTIES.
  As Administrator, and subject to the supervision and control of the
Board and in accordance with Proper Instructions (as defined hereafter)
from the Investment Company, the Company will provide facilities,
equipment, and personnel to carry out the following administrative services
for operation of the business and affairs of the Investment Company and
each of its portfolios:
  A.  prepare, file, and maintain the Investment Company's governing
      documents and any amendments thereto, including the Charter (which
      has already been prepared and filed), the By-laws and minutes of
      meetings of the Board and Shareholders;
  B.  prepare and file with the Securities and Exchange Commission and the
      appropriate state securities authorities the registration statements
      for the Investment Company and the Investment Company's shares and
      all amendments thereto, reports to regulatory authorities and
      shareholders, prospectuses, proxy statements, and such other
      documents all as may be necessary to enable the Investment Company
      to make a continuous offering of its shares;
  C.  prepare, negotiate, and administer contracts (if any) on behalf of
      the Investment Company with, among others, the Investment Company's
      investment advisers and distributors, subject to any applicable
      restrictions of the Board or the 1940 Act;
  D.  calculate performance data of the Investment Company for
      dissemination to information services covering the investment
      company industry;
  E.  prepare and file the Investment Company's tax returns;
  F.  coordinate the layout and printing of publicly disseminated
      prospectuses and reports;
  G.  perform internal audit examinations in accordance with a charter to
      be adopted by the Company and the Investment Company;
  H.  assist with the design, development, and operation of the Investment
      Company and the Funds;
  I.  provide individuals reasonably acceptable to the Board for
      nomination, appointment, or election as officers of the Investment
      Company, who will be responsible for the management of certain of
      the Investment Company's affairs as determined by the Investment
      Company's Board; and
  J.  consult with the Investment Company and its Board on matters
      concerning the Investment Company and its affairs.
  The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section
4, shall hereafter be referred to as "Administrative Services."
ARTICLE 6.  RECORDS.
  The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but
not limited to records required by Section 31(a) of the Investment Company
act of  1940 and the rules thereunder, as the same may be amended from time
to time, pertaining to the Administrative Services performed by it and not
otherwise created and maintained by another party pursuant to contract with
the Investment Company.  Where applicable, such records shall be maintained
by the Company for the periods and in the places required by Rule 31a-2
under the 1940 Act.  The books and records pertaining to the Investment
Company which are in the possession of the Company shall be the property of
the Investment Company.  The Investment Company, or the Investment
Company's authorized representatives, shall have access to such books and
records at all times during the Company's normal business hours.  Upon the
reasonable request of the Investment Company, copies of any such books and
records shall be provided promptly by the Company to the Investment Company
or the Investment Company's authorized representatives.
ARTICLE 7.  DUTIES OF THE FUND.
     The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all
applicable requirements the 1940 Act, the Internal Revenue Code, and any
other laws, rules and regulations of government authorities having
jurisdiction.
ARTICLE 8.  EXPENSES.
  The Company shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient to
provide the Administrative Services to the Investment Company, including
the compensation of the Company employees who serve as trustees or
directors or officers of the Investment Company.  The Investment Company
shall be responsible for all other expenses incurred by the Company on
behalf of the Investment Company, including without limitation postage and
courier expenses, printing expenses, travel expenses, registration fees,
filing fees, fees of outside counsel and independent auditors, or other
professional services, organizational expenses, insurance premiums, fees
payable to persons who are not the Company's employees, trade association
dues, and other expenses properly payable by the Funds and/or the Classes.
ARTICLE 9.  COMPENSATION.
  For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation
for its services rendered hereunder an administrative fee at an annual rate
per Fund, as specified below.
  The compensation and out of pocket expenses attributable to the Fund
shall be accrued by the Fund and paid to the Company no less frequently
than monthly, and shall be paid daily upon request of the Company.  The
Company will maintain detailed information about the compensation and out
of pocket expenses by the Fund.
          MAX. ADMIN.       AVERAGE DAILY NET ASSETS
             FEE                OF THE FUNDS
            .150%           on the first $250 million
            .125%           on the next $250 million
            .100%           on the next $250 million
            .075%           on assets in excess of $750 million
    (Average Daily Net Asset break-points are on a complex-wide basis)

  However, in no event shall the administrative fee received during any
year of the Agreement be less than, or be paid at a rate less than would
aggregate $125,000 per Fund and $30,000 per Class. The minimum fee set
forth above in this Article 9 may increase annually upon each March 1
anniversary of this Agreement over the minimum fee during the prior 12
months, as calculated under this agreement, in an amount equal to the
increase in  Pennsylvania Consumer Price Index (not to exceed 6% annually)
as last reported by the U.S. Bureau of Labor Statistics for the twelve
months immediately preceding such anniversary.
ARTICLE 10.  RESPONSIBILITY OF ADMINISTRATOR.
  A.  The Company shall not be liable for any error of judgment or mistake
      of law or for any loss suffered by the Investment Company in
      connection with the matters to which this Agreement relates, except
      a loss resulting from willful misfeasance, bad faith or gross
      negligence on its part in the performance of its duties or from
      reckless disregard by it of its obligations and duties under this
      Agreement.  The Company shall be entitled to rely on and may act
      upon advice of counsel (who may be counsel for the Investment
      Company) on all matters, and shall be without liability for any
      action reasonably taken or omitted pursuant to such advice.  Any
      person, even though also an officer, director, trustee, partner,
      employee or agent of the Company, who may be or become an officer,
      director, trustee, partner, employee or agent of the Investment
      Company, shall be deemed, when rendering services to the Investment
      Company or acting on any business of the Investment Company (other
      than services or business in connection with the duties of the
      Company hereunder) to be rendering such services to or acting solely
      for the Investment Company and not as an officer, director, trustee,
      partner, employee or agent or one under the control or direction of
      the Company even though paid by the Company.
  B.  The Company shall be kept indemnified by the Investment Company and
      be without liability for any action taken or thing done by it in
      performing the Administrative Services in accordance with the above
      standards.  In order that the indemnification provisions contained
      in this Article 10 shall apply, however, it is understood that if in
      any case the Investment Company may be asked to indemnify or hold
      the Company harmless, the Investment Company shall be fully and
      promptly advised of all pertinent facts concerning the situation in
      question, and it is further understood that the Company will use all
      reasonable care to identify and notify the Investment Company
      promptly concerning any situation which presents or appears likely
      to present the probability of such a claim for indemnification
      against the Investment Company.  The Investment Company shall have
      the option to defend the Company against any claim which may be the
      subject of this indemnification.  In the event that the Investment
      Company so elects, it will so notify the Company and thereupon the
      Investment Company shall take over complete defense of the claim,
      and the Company shall in such situation initiate no further legal or
      other expenses for which it shall seek indemnification under this
      Article.  the Company shall in no case confess any claim or make any
      compromise in any case in which the Investment Company will be asked
      to indemnify the Company except with the Investment Company's
      written consent.
SECTION THREE: TRANSFER AGENCY SERVICES.
ARTICLE 11.  TERMS OF APPOINTMENT.
  Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints the Company to act as, and the Company
agrees to act as, transfer agent and dividend disbursing agent for each
Fund's Shares, and agent in connection with any accumulation, open-account
or similar plans provided to the shareholders of any Fund
(`Shareholder(s)''), including without limitation any periodic investment
plan or periodic withdrawal program.
ARTICLE 12.  DUTIES OF THE COMPANY.
  The Company shall perform the following services in accordance with
Proper Instructions as may be provided from time to time by the Investment
Company as to any Fund:
  A.  Purchases
      (1)  The Company shall receive orders and payment for the purchase
           of shares and promptly deliver payment and appropriate
           documentation therefore to the custodian of the relevant Fund,
           (the ``Custodian'). The Company shall notify the Fund and the
           Custodian on a daily basis of the total amount of orders and
           payments so delivered.
      (2)  Pursuant to purchase orders and in accordance with the Fund's
           current Prospectus, the Company shall compute and issue the
           appropriate number of Shares of each Fund and/or Class and hold
           such Shares in the appropriate Shareholder accounts.
      (3)  For certificated Funds and/or Classes, if a Shareholder or its
           agent requests a certificate, the Company, as Transfer Agent,
           shall countersign and mail by first class mail, a certificate
           to the Shareholder at its address as set forth on the transfer
           books of the Funds, and/or Classes, subject to any Proper
           Instructions regarding the delivery of certificates.
      (4)  In the event that any check or other order for the purchase of
           Shares of the Fund and/or Class is returned unpaid for any
           reason, the Company shall debit the Share account of the
           Shareholder by the number of Shares that had been credited to
           its account upon receipt of the check or other order, promptly
           mail a debit advice to the Shareholder, and notify the Fund
           and/or Class of its action. In the event that the amount paid
           for such Shares exceeds proceeds of the redemption of such
           Shares plus the amount of any dividends paid with respect to
           such Shares, the Fund and/the Class or its distributor will
           reimburse the Company on the amount of such excess.
  B.  Distribution
      (1)  Upon notification by the Funds of the declaration of any
           distribution to Shareholders, the Company shall act as Dividend
           Disbursing Agent for the Funds in accordance with the
           provisions of its governing document and the then-current
           Prospectus of the Fund. The Company shall prepare and mail or
           credit income, capital gain, or any other payments to
           Shareholders. As the Dividend Disbursing Agent, the Company
           shall, on or before the payment date of any such distribution,
           notify the Custodian of the estimated amount required to pay
           any portion of said distribution which is payable in cash and
           request the Custodian to make available sufficient funds for
           the cash amount to be paid out. The Company shall reconcile the
           amounts so requested and the amounts actually received with the
           Custodian on a daily basis. If a Shareholder is entitled to
           receive additional Shares by virtue of any such distribution or
           dividend, appropriate credits shall be made to the
           Shareholder's account, for certificated Funds and/or Classes,
           delivered where requested; and
      (2)  The Company shall maintain records of account for each Fund and
           Class and advise the Investment Company, each Fund and Class
           and its Shareholders as to the foregoing.
  C.  Redemptions and Transfers
      (1)  The Company shall receive redemption requests and redemption
           directions and, if such redemption requests comply with the
           procedures as may be described in the Fund Prospectus or set
           forth in Proper Instructions, deliver the appropriate
           instructions therefor to the Custodian. The Company shall
           notify the Funds on a daily basis of the total amount of
           redemption requests processed and monies paid to the Company by
           the Custodian for redemptions.
      (2)  At the appropriate time upon receiving redemption proceeds from
           the Custodian with respect to any redemption, the Company shall
           pay or cause to be paid the redemption proceeds in the manner
           instructed by the redeeming Shareholders, pursuant to
           procedures described in the then-current Prospectus of the
           Fund.
      (3)  If any certificate returned for redemption or other request for
           redemption does not comply with the procedures for redemption
           approved by the Fund, the Company shall promptly notify the
           Shareholder of such fact, together with the reason therefor,
           and shall effect such redemption at the price applicable to the
           date and time of receipt of documents complying with said
           procedures.
      (4)  The Company shall effect transfers of Shares by the registered
           owners thereof.
      (5)  The Company shall identify and process abandoned accounts and
           uncashed checks for state escheat requirements on an annual
           basis and report such actions to the Fund.
  D.  Recordkeeping
      (1)  The Company shall record the issuance of Shares of each Fund,
           and/or Class, and maintain pursuant to applicable rules of the
           Securities and Exchange Commission (``SEC') a record of the
           total number of Shares of the Fund and/or Class which are
           authorized, based upon data provided to it by the Fund, and
           issued and outstanding. The Company shall also provide the Fund
           on a regular basis or upon reasonable request with the total
           number of Shares which are authorized and issued and
           outstanding, but shall have no obligation when recording the
           issuance of Shares, except as otherwise set forth herein, to
           monitor the issuance of such Shares or to take cognizance of
           any laws relating to the issue or sale of such Shares, which
           functions shall be the sole responsibility of the Funds.
      (2)  The Company shall establish and maintain records pursuant to
           applicable rules of the SEC relating to the services to be
           performed hereunder in the form and manner as agreed to by the
           Investment Company or the Fund to include a record for each
           Shareholder's account of the following:
           (a)  Name, address and tax identification number (and whether
                such number has been certified);
           (b)  Number of Shares held;
           (c)  Historical information regarding the account, including
                dividends paid and date and price for all transactions;
           (d)  Any stop or restraining order placed against the account;
           (e)  Information with respect to withholding in the case of a
                foreign account or an account for which withholding is
                required by the Internal Revenue Code;
           (f)  Any dividend reinvestment order, plan application,
                dividend address and correspondence relating to the
                current maintenance of the account;
           (g)  Certificate numbers and denominations for any Shareholder
                holding certificates;
           (h)  Any information required in order for the Company to
                perform the calculations contemplated or required by this
                Agreement.
      (3)  The Company shall preserve any such records required to be
           maintained pursuant to the rules of the SEC for the periods
           prescribed in said rules as specifically noted below. Such
           record retention shall be at the expense of the Company, and
           such records may be inspected by the Fund at reasonable times.
           The Company may, at its option at any time, and shall forthwith
           upon the Fund's demand, turn over to the Fund and cease to
           retain in the Company's files, records and documents created
           and maintained by the Company pursuant to this Agreement, which
           are no longer needed by the Company in performance of its
           services or for its protection. If not so turned over to the
           Fund, such records and documents will be retained by the
           Company for six years from the year of creation, during the
           first two of which such documents will be in readily accessible
           form. At the end of the six year period, such records and
           documents will either be turned over to the Fund or destroyed
           in accordance with Proper Instructions.
  E.  Confirmations/Reports
      (1)  The Company shall furnish to the Fund periodically the
           following information:
           (a)  A copy of the transaction register;
           (b)  Dividend and reinvestment blotters;
           (c)  The total number of Shares issued and outstanding in each
                state for ``blue sky''purposes as determined according to
                Proper Instructions delivered from time to time by the
                Fund to the Company;
           (d)  Shareholder lists and statistical information;
           (e)  Payments to third parties relating to distribution
                agreements, allocations of sales loads, redemption fees,
                or other transaction- or sales-related payments;
           (f)  Such other information as may be agreed upon from time to
                time.
      (2)  The Company shall prepare in the appropriate form, file with
           the Internal Revenue Service and appropriate state agencies,
           and, if required, mail to Shareholders, such notices for
           reporting dividends and distributions paid as are required to
           be so filed and mailed and shall withhold such sums as are
           required to be withheld under applicable federal and state
           income tax laws, rules and regulations.
      (3)  In addition to and not in lieu of the services set forth above,
           the Company shall:
           (a)  Perform all of the customary services of a transfer agent,
                dividend disbursing agent and, as relevant, agent in
                connection with accumulation, open-account or similar
                plans (including without limitation any periodic
                investment plan or periodic withdrawal program), including
                but not limited to: maintaining all Shareholder accounts,
                mailing Shareholder reports and Prospectuses to current
                Shareholders, withholding taxes on accounts subject to
                back-up or other withholding (including non-resident alien
                accounts), preparing and filing reports on U.S. Treasury
                Department Form 1099 and other appropriate forms required
                with respect to dividends and distributions by federal
                authorities for all Shareholders, preparing and mailing
                confirmation forms and statements of account to
                Shareholders for all purchases and redemptions of Shares
                and other conformable transactions in Shareholder
                accounts, preparing and mailing activity statements for
                Shareholders, and providing Shareholder account
                information; and
           (b)  provide a system which will enable the Fund to monitor the
                total number of Shares of each Fund (and/or Class) sold in
                each state (``blue sky reporting'). The Fund shall by
                Proper Instructions (i) identify to the Company those
                transactions and assets to be treated as exempt from the
                blue sky reporting for each state and (ii) verify the
                classification of transactions for each state on the
                system prior to activation and thereafter monitor the
                daily activity for each state. The responsibility of the
                Company for each Fund's (and/or Class's) state blue sky
                registration status is limited solely to the recording of
                the initial classification of transactions or accounts
                with regard to blue sky compliance and the reporting of
                such transactions and accounts to the Fund as provided
                above.
  F.  Other Duties
      (1)  The Company shall answer correspondence from Shareholders
           relating to their Share accounts and such other correspondence
           as may from time to time be addressed to the Company;
      (2)  The Company shall prepare Shareholder meeting lists, mail proxy
           cards and other material supplied to it by the Fund in
           connection with Shareholder meetings of each Fund; receive,
           examine and tabulate returned proxies, and certify the vote of
           the Shareholders;
      (3)  The Company shall establish and maintain facilities and
           procedures for safekeeping of stock certificates, check forms
           and facsimile signature imprinting devices, if any; and for the
           preparation or use, and for keeping account of, such
           certificates, forms and devices.
ARTICLE 13.  DUTIES OF THE INVESTMENT COMPANY.
  A.  Compliance
      The Investment Company or Fund assume full responsibility for the
      preparation, contents and distribution of their own and/or their
      classes' Prospectus and for complying with all applicable
      requirements of the Securities Act of 1933, as amended (the ``1933
      Act''), the 1940 Act and any laws, rules and regulations of
      government authorities having jurisdiction.
  B.  Share Certificates
      The Investment Company shall supply the Company with a sufficient
      supply of blank Share certificates and from time to time shall renew
      such supply upon request of the Company. Such blank Share
      certificates shall be properly signed, manually or by facsimile, if
      authorized by the Investment Company and shall bear the seal of the
      Investment Company or facsimile thereof; and notwithstanding the
      death, resignation or removal of any officer of the Investment
      Company authorized to sign certificates, the Company may continue to
      countersign certificates which bear the manual or facsimile
      signature of such officer until otherwise directed by the Investment
      Company.
  C.  Distributions
      The Fund shall promptly inform the Company of the declaration of any
      dividend or distribution on account of any Fund's shares.
ARTICLE 14.  COMPENSATION AND EXPENSES.
  A.  Annual Fee
      For performance by the Company pursuant to Section Three of this
      Agreement, the Investment Company and/or the Fund agree to pay the
      Company an annual maintenance fee for each Shareholder account as
      agreed upon between the parties and as may be added to or amended
      from time to time. Such fees may be changed from time to time
      subject to written agreement between the Investment Company and the
      Company. Pursuant to information in the Fund Prospectus or other
      information or instructions from the Fund, the Company may sub-
      divide any Fund into Classes or other sub-components for
      recordkeeping purposes. The Company will charge the Fund the same
      fees for each such Class or sub-component the same as if each were a
      Fund.
  B.  Reimbursements
      In addition to the fee paid under Article 7A above, the Investment
      Company and/or Fund agree to reimburse the Company for out-of-pocket
      expenses or advances incurred by the Company for the items agreed
      upon between the parties, as may be added to or amended from time to
      time. In addition, any other expenses incurred by the Company at the
      request or with the consent of the Investment Company and/or the
      Fund, will be reimbursed by the appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the
      Fund and shall be paid to the Company no less frequently than
      monthly, and shall be paid daily upon request of the Company. The
      Company will maintain detailed information about the compensation
      and out-of-pocket expenses by Fund and Class.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
SECTION FOUR: CUSTODY SERVICES PROCUREMENT.
ARTICLE 15.  APPOINTMENT.
  The Investment Company hereby appoints Company as its agent to evaluate
and obtain custody services from a financial institution that (i) meets the
criteria established in Section 17(f) of the 1940 Act and (ii) has been
approved by the Board as eligible for selection by the Company as a
custodian (the `Eligible Custodian''). The Company accepts such
appointment.
ARTICLE 16.  THE COMPANY AND ITS DUTIES.
  Subject to the review, supervision and control of the Board, the Company
shall:
  A. evaluate and obtain custody services from a financial institution
     that meets the criteria established in Section 17(f) of the 1940 Act
     and has been approved by the Board as being eligible for selection by
     the Company as an Eligible Custodian;
  B.  negotiate and enter into agreements with Eligible Custodians for the
      benefit of the Investment Company, with the Investment Company as a
      party to each such agreement. The Company may, as paying agent, be a
      party to any agreement with any such Eligible Custodian;
  C.  establish procedures to monitor the nature and the quality of the
      services provided by Eligible Custodians;
  D.  monitor and evaluate the nature and the quality of services provided
      by Eligible Custodians;
  E.  periodically provide to the Investment Company (i) written reports
      on the activities and services of Eligible  Custodians; (ii) the
      nature and amount of disbursements made on account of the each Fund
      with respect to each custodial agreement; and (iii) such other
      information as the Board shall reasonably request to enable it to
      fulfill its duties and obligations under Sections 17(f) and 36(b) of
      the 1940 Act and other duties and obligations thereof;
  F.  periodically provide recommendations to the Board to enhance
      Eligible Custodian's customer services capabilities and improve upon
      fees being charged to the Fund by Eligible Custodian; and
  The foregoing, along with any additional services that Company shall
agree in writing to perform for the Fund under this Section Four, shall
hereafter be referred to as "Custody Services Procurement."
ARTICLE 17.  FEES AND EXPENSES.
  A.  Annual Fee
      For the performance of Custody Services Procurement by the Company
      pursuant to Section Four of this Agreement, the Investment Company
      and/or the Fund agree to compensate the Company in accordance with
      the fees agreed upon from time to time.
  B.  Reimbursements
      In addition to the fee paid under Section 11A above, the Investment
      Company and/or Fund agree to reimburse the Company for out-of-pocket
      expenses or advances incurred by the Company for the items agreed
      upon between the parties, as may be added to or amended from time to
      time. In addition, any other expenses incurred by the Company at the
      request or with the consent of the Investment Company and/or the
      Fund, will be reimbursed by the appropriate Fund.
  C.  Payment
      The compensation and out-of-pocket expenses shall be accrued by the
      Fund and shall be paid to the Company no less frequently than
      monthly, and shall be paid daily upon request of the Company. The
      Company will maintain detailed information about the compensation
      and out-of-pocket expenses by Fund.
  D.  Any schedule of compensation agreed to hereunder, as may be adjusted
      from time to time, shall be dated and signed by a duly authorized
      officer of the Investment Company and/or the Funds and a duly
      authorized officer of the Company.
ARTICLE 18.  REPRESENTATIONS.
  The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter
into this arrangement and to provide the services contemplated in Section
Four of this Agreement.
SECTION FIVE: GENERAL PROVISIONS.
ARTICLE 19.  PROPER INSTRUCTIONS.
  As used throughout this Agreement, a ``Proper Instruction'' means a
writing signed or initialed by one or more person or persons as the Board
shall have from time to time authorized. Each such writing shall set forth
the specific transaction or type of transaction involved. Oral instructions
will be deemed to be Proper Instructions if (a) the Company reasonably
believes them to have been given by a person previously authorized in
Proper Instructions to give such instructions with respect to the
transaction involved, and (b) the Investment Company, or the Fund, and the
Company promptly cause such oral instructions to be confirmed in writing.
Proper Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Investment
Company, or the Fund, and the Company are satisfied that such procedures
afford adequate safeguards for the Fund's assets. Proper Instructions may
only be amended in writing.
ARTICLE 20.  ASSIGNMENT.
  Except as provided below, neither this Agreement nor any of the rights
or obligations under this Agreement may be assigned by either party without
the written consent of the other party.
  A.  This Agreement shall inure to the benefit of and be binding upon the
      parties and their respective permitted successors and assigns.
  B.  With regard to Transfer Agency Services, the Company may without
      further consent on the part of the Investment Company subcontract
      for the performance of Transfer Agency Services with
      (1)  its subsidiary, Federated Shareholder Service Company, a
           Delaware business trust, which is duly registered as a transfer
           agent pursuant to Section 17A(c)(1) of the Securities Exchange
           Act of 1934, as amended, or any succeeding statute (``Section
           17A(c)(1)''); or
      (2)  such other provider of services duly registered as a transfer
           agent under Section 17A(c)(1) as Company shall select.
      The Company shall be as fully responsible to the Investment Company
      for the acts and omissions of any subcontractor as it is for its own
      acts and omissions.
  C.  With regard to Fund Accounting Services, Administrative Services and
      Custody Procurement Services, the Company may without further
      consent on the part of the Investment Company subcontract for the
      performance of such services with Federated Administrative Services,
      a wholly-owned subsidiary of the Company.
  D.  The Company shall upon instruction from the Investment Company
      subcontract for the performance of services under this Agreement
      with an Agent selected by the Investment Company, other than as
      described in B. and C. above; provided, however, that the Company
      shall in no way be responsible to the Investment Company for the
      acts and omissions of the Agent.
ARTICLE 21.  DOCUMENTS.
  A.  In connection with the appointment of the Company under this
      Agreement, the Investment Company shall file with the Company the
      following documents:
      (1)  A copy of the Charter and By-Laws of the Investment Company and
           all amendments thereto;
      (2)  A copy of the resolution of the Board of the Investment Company
           authorizing this Agreement;
      (3)  Specimens of all forms of outstanding Share certificates of the
           Investment Company or the Funds in the forms approved by the
           Board of the Investment Company with a certificate of the
           Secretary of the Investment Company as to such approval;
      (4)  All account application forms and other documents relating to
           Shareholders accounts; and
      (5)  A copy of the current Prospectus for each Fund.
  B.  The Fund will also furnish from time to time the following
      documents:
      (1)  Each resolution of the Board of the Investment Company
           authorizing the original issuance of each Fund's, and/or
           Class's Shares;
      (2)  Each Registration Statement filed with the SEC and amendments
           thereof and orders relating thereto in effect with respect to
           the sale of Shares of any Fund, and/or Class;
      (3)  A certified copy of each amendment to the governing document
           and the By-Laws of the Investment Company;
      (4)  Certified copies of each vote of the Board authorizing officers
           to give Proper Instructions to the Custodian and agents for
           fund accountant, custody services procurement, and shareholder
           recordkeeping or transfer agency services;
      (5)  Specimens of all new Share certificates representing Shares of
           any Fund, accompanied by Board resolutions approving such
           forms;
      (6)  Such other certificates, documents or opinions which the
           Company may, in its discretion, deem necessary or appropriate
           in the proper performance of its duties; and
      (7)  Revisions to the Prospectus of each Fund.
ARTICLE 22.  REPRESENTATIONS AND WARRANTIES.
  A.  Representations and Warranties of the Company
      The Company represents and warrants to the Fund that:
      (1)  it is a corporation duly organized and existing and in good
           standing under the laws of the Commonwealth of Pennsylvania;
       (2) It is duly qualified to carry on its business in each
           jurisdiction where the nature of its business requires such
           qualification, and in the Commonwealth of Pennsylvania;
      (3)  it is empowered under applicable laws and by its Articles of
           Incorporation and By-Laws to enter into and perform this
           Agreement;
      (4)  all requisite corporate proceedings have been taken to
           authorize it to enter into and perform its obligations under
           this Agreement;
      (5)  it has and will continue to have access to the necessary
           facilities, equipment and personnel to perform its duties and
           obligations under this Agreement;
      (6)  it is in compliance with federal securities law requirements
           and in good standing as an administrator and fund accountant;
           and
  B.  Representations and Warranties of the Investment Company
      The Investment Company represents and warrants to the Company that:
      (1)  It is an investment company duly organized and existing and in
           good standing under the laws of its state of organization;
      (2)  It is empowered under applicable laws and by its Charter and
           By-Laws to enter into and perform its obligations under this
           Agreement;
      (3)  All corporate proceedings required by said Charter and By-Laws
           have been taken to authorize it to enter into and perform its
           obligations under this Agreement;
      (4)  The Investment Company is an open-end investment company
           registered under the 1940 Act; and
      (5)  A registration statement under the 1933 Act will be effective,
           and appropriate state securities law filings have been made and
           will continue to be made, with respect to all Shares of each
           Fund being offered for sale.
ARTICLE 23.  STANDARD OF CARE AND INDEMNIFICATION.
  A.  Standard of Care
      With regard to Sections One, Three and Four, the Company shall be
      held to a standard of reasonable care in carrying out the provisions
      of this Contract. The Company shall be entitled to rely on and may
      act upon advice of counsel (who may be counsel for the Investment
      Company) on all matters, and shall be without liability for any
      action reasonably taken or omitted pursuant to such advice, provided
      that such action is not in violation of applicable federal or state
      laws or regulations, and is in good faith and without negligence.
  B.  Indemnification by Investment Company
      The Company shall not be responsible for and the Investment Company
      or Fund shall indemnify and hold the Company, including its
      officers, directors, shareholders and their agents, employees and
      affiliates, harmless against any and all losses, damages, costs,
      charges, counsel fees, payments, expenses and liabilities arising
      out of or attributable to:
      (1)  The acts or omissions of any Custodian, Adviser, Sub-adviser or
           other party contracted by or approved by the Investment Company
           or Fund,
      (2)  The reliance on or use by the Company or its agents or
           subcontractors of information, records and documents in proper
           form which
           (a)  are received by the Company or its agents or
                subcontractors and furnished to it by or on behalf of the
                Fund, its Shareholders or investors regarding the
                purchase, redemption or transfer of Shares and Shareholder
                account information;
           (b)  are received by the Company from independent pricing
                services or sources for use in valuing the assets of the
                Funds; or
           (c)  are received by the Company or its agents or
                subcontractors from Advisers, Sub-advisers or other third
                parties contracted by or approved by the Investment
                Company of Fund for use in the performance of services
                under this Agreement;
           (d)  have been prepared and/or maintained by the Fund or its
                affiliates or any other person or firm on behalf of the
                Investment Company.
      (3)  The reliance on, or the carrying out by the Company or its
           agents or subcontractors of Proper Instructions of the
           Investment Company or the Fund.
      (4)  The offer or sale of Shares in violation of any requirement
           under the federal securities laws or regulations or the
           securities laws or regulations of any state that such Shares be
           registered in such state or in violation of any stop order or
           other determination or ruling by any federal agency or any
           state with respect to the offer or sale of such Shares in such
           state.
           Provided, however, that the Company shall not be protected by
           this Article 23.B. from liability for any act or omission
           resulting from the Company's willful misfeasance, bad faith,
           negligence or reckless disregard of its duties or failure to
           meet the standard of care set forth in 23.A. above.
  C.  Reliance
      At any time the Company may apply to any officer of the Investment
      Company or Fund for instructions, and may consult with legal counsel
      with respect to any matter arising in connection with the services
      to be performed by the Company under this Agreement, and the Company
      and its agents or subcontractors shall not be liable and shall be
      indemnified by the Investment Company or the appropriate Fund for
      any action reasonably taken or omitted by it in reliance upon such
      instructions or upon the opinion of such counsel provided such
      action is not in violation of applicable federal or state laws or
      regulations. The Company, its agents and subcontractors shall be
      protected and indemnified in recognizing stock certificates which
      are reasonably believed to bear the proper manual or facsimile
      signatures of the officers of the Investment Company or the Fund,
      and the proper countersignature of any former transfer agent or
      registrar, or of a co-transfer agent or co-registrar.
  D.  Notification
      In order that the indemnification provisions contained in this
      Article 23 shall apply, upon the assertion of a claim for which
      either party may be required to indemnify the other, the party
      seeking indemnification shall promptly notify the other party of
      such assertion, and shall keep the other party advised with respect
      to all developments concerning such claim. The party who may be
      required to indemnify shall have the option to participate with the
      party seeking indemnification in the defense of such claim. The
      party seeking indemnification shall in no case confess any claim or
      make any compromise in any case in which the other party may be
      required to indemnify it except with the other party's prior written
      consent.
ARTICLE 24.  TERM AND TERMINATION OF AGREEMENT.
  This Agreement shall be effective from March 1, 1996 and shall continue
until February 28, 2003 (`Term').  Thereafter, the Agreement will continue
for 18 month terms.  The Agreement can be terminated by either party upon
18 months notice to be effective as of the end of such 18 month period.  In
the event, however, of willful misfeasance, bad faith, negligence or
reckless disregard of its duties by the Company, the Investment Company has
the right to terminate the Agreement upon 60 days written notice, if
Company has not cured such willful misfeasance, bad faith, negligence or
reckless disregard of its duties within 60 days.  The termination date for
all original or after-added Investment companies which are, or become, a
party to this Agreement. shall be coterminous.  Investment Companies that
merge or dissolve during the Term, shall cease to be a party on the
effective date of such merger or dissolution.
  Should the Investment Company exercise its rights to terminate, all out-
of-pocket expenses associated with the movement of records and materials
will be borne by the Investment Company or the appropriate Fund.
Additionally, the Company reserves the right to charge for any other
reasonable expenses associated with such termination. The provisions of
Articles 10 and 23 shall survive the termination of this Agreement.
ARTICLE 25.  AMENDMENT.
  This Agreement may be amended or modified by a written agreement
executed by both parties.
ARTICLE 26.  INTERPRETIVE AND ADDITIONAL PROVISIONS.
  In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that
no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the Charter. No
interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
ARTICLE 27.  GOVERNING LAW.
  This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts
ARTICLE 28.  NOTICES.
  Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Investment Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the
Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779,
or to such other address as the Investment Company or the Company may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
ARTICLE 29.  COUNTERPARTS.
     This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
 ARTICLE 30.  LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE
COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any
of the Trustees or Shareholders of the Company, but bind only the
appropriate property of the Fund, or Class, as provided in the Declaration
of Trust.
ARTICLE 31.  MERGER OF AGREEMENT.
  This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
ARTICLE 32.  SUCCESSOR AGENT.
  If a successor agent for the Investment Company shall be appointed by
the Investment Company, the Company shall upon termination of this
Agreement deliver to such successor agent at the office of the Company all
properties of the Investment Company held by it hereunder. If no such
successor agent shall be appointed, the Company shall at its office upon
receipt of Proper Instructions deliver such properties in accordance with
such instructions.
  In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to the Company on or before
the date when such termination shall become effective, then the Company
shall have the right to deliver to a bank or trust company, which is a
`bank'' as defined in the 1940 Act, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $2,000,000, all properties held by the
Company under this Agreement. Thereafter, such bank or trust company shall
be the successor of the Company under this Agreement.
ARTICLE 33.  FORCE MAJEURE.
  The Company shall have no liability for cessation of services hereunder
or any damages resulting therefrom to the Fund as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
ARTICLE 34.  ASSIGNMENT; SUCCESSORS.
  This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign all
of or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party.
Nothing in this Article 34 shall prevent the Company from delegating its
responsibilities to another entity to the extent provided herein.
ARTICLE 35.  SEVERABILITY.
  In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
ARTICLE 36.  LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF
THE INVESTMENT COMPANY.
  The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of
the Investment Company, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement
are not binding upon any of the Trustees or Shareholders of the Investment
Company, but bind only the property of the Fund, or Class, as provided in
the Declaration of Trust.

  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.


                                   INVESTMENT COMPANIES
                                   (LISTED ON EXHIBIT 1)


                                   By:  /s/ S. Elliott Cohan
                                   S. Elliott Cohan
                                   Assistant Secretary

                                   FEDERATED SERVICES COMPANY

                                   By:  /s/ Thomas J. Ward
                                   Thomas J. Ward
                                   Secretary


                                 EXHIBIT 1
CONTRACT
DATE             INVESTMENT COMPANY
                  Portfolios



March 1, 1996    Cash Trust Series, Inc.
                    Government Cash Series
                    Municipal Cash Series
                    Prime Cash Series
                    Treasury Cash Series

FEDERATED SERVICES COMPANY provides the following services:

                 Adminstrative Services
                 Fund Accounting Services
                 Shareholder Recordkeeping Services
                 Custody Services


<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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