CASH TRUST SERIES INC
497, 1999-07-07
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CASH TRUST SERIES, INC.

GOVERNMENT CASH SERIES

MUNICIPAL CASH SERIES
PRIME CASH SERIES
TREASURY CASH SERIES



SUPPLEMENT TO  PROSPECTUSES  AND STATEMENTS OF ADDITIONAL  INFORMATION,  AS
APPROPRIATE, DATED SEPTEMBER 30, 1998

I.   At the  June  30,  1999  shareholder  meeting,  shareholders  approved  the
     following changes to become effective July 1, 1999:

     (1)  Elected three Directors.

     (2)  Ratified the selection of the Company's independent auditors.

II.  The meeting was adjourned to September 10, 1999, 2:00 p.m.  (Eastern time),
     at 2800  Corporate  Drive,  Pittsburgh,  PA 15237-7000  with respect to the
     following  proposals.  Unless  shareholders are notified  otherwise,  these
     changes will take effect on September 13, 1999.

                  (1) To make changes to the Funds' fundamental investment
policies:

(a)                       To amend the Funds' fundamental investment policy
                          regarding diversification of its investments
                          (GOVERNMENT CASH SERIES AND TREASURY CASH SERIES ONLY)
                          to read as follows:

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

(b) To amend the Funds' fundamental investment policy regarding borrowing money
and issuing senior securities to read as follows:

                          "The Fund may borrow money, directly or indirectly,
and issue senior securities to the maximum extent permitted under the 1940 Act."

(c)                       To amend the Funds' fundamental investment policies
                          regarding investments in real estate (GOVERNMENT CASH
                          SERIES, MUNICIPAL CASH SERIES AND PRIME CASH SERIES
                          ONLY) to read as follows:

                          "The Fund may not purchase or sell real estate,
                          provided that this restriction does not prevent the
                          Fund from investing in issuers which invest, deal, or
                          otherwise engage in transactions in real estate or
                          interests therein, or investing in securities that are
                          secured by real estate or interests therein. The Fund
                          may exercise its rights under agreements relating to
                          such securities, including the right to enforce
                          security interests and to hold real estate acquired by
                          reason of such enforcement until that real estate can
                          be liquidated in an orderly manner."

(d) To amend the Funds' fundamental investment policy regarding investments in
commodities to read as follows:

                          "The Fund may not purchase or sell physical
commodities, provided that the Fund may purchase securities of companies that
deal in commodities."

(e) To amend the Funds' fundamental investment policies regarding underwriting
securities to read as follows:

                          "The Fund may not underwrite the securities of other
                          issuers, except that the Fund may engage in
                          transactions involving the acquisition, disposition or
                          resale of its portfolio securities, under
                          circumstances where it may be considered to be an
                          underwriter under the Securities Act of 1933."

(f) To amend the Funds' fundamental investment policies regarding lending by the
Fund to read as follows:

                          "The Fund may not make loans, provided that this
                          restriction does not prevent the Fund from purchasing
                          debt obligations, entering into repurchase agreements,
                          lending its assets to broker/dealers or institutional
                          investors and investing in loans, including
                          assignments and participation interests."

                          (TREASURY CASH SERIES has no present intention of
engaging in securities lending.)

(g)  To amend the Funds' fundamental investment policies regarding concentration
     of the  Fund's  investments  in the  securities  of  companies  in the same
     industry to read as follows:

                          "The Fund will not make investments that will result
                          in the concentration of its investments in the
                          securities of issuers primarily engaged in the same
                          industry. Government securities, municipal securities
                          and bank instruments will not be deemed to constitute
                          an industry. To conform to the current view of the SEC
                          staff that only domestic bank instruments may be
                          excluded from industry concentration limitations, as a
                          matter of non-fundamental policy, the Fund will not
                          exclude foreign bank instruments from industry
                          concentration tests as long as the policy of the SEC
                          remains in effect."

(h) To amend and make non-fundamental the Funds' fundamental investment policy
regarding buying securities on margin to read as follows:

                          "The Fund will not purchase securities on margin,
                          provided that the Fund may obtain short-term credits
                          necessary for the clearance of purchases and sales of
                          securities."

(i) To amend and make non-fundamental the Funds' fundamental investment policy
regarding pledging assets to read as follows:

                          "The Fund will not mortgage, pledge, or hypothecate
                          any of its assets, provided that this shall not apply
                          to the transfer of securities in connection with any
                          permissible borrowing or to collateral arrangements in
                          connection with permissible activities."

(j) To make non-fundamental the Fund's fundamental investment policy on
investing in restricted securities (TREASURY CASH SERIES ONLY).

(2) To eliminate the Funds' fundamental investment policy on selling securities
short.

(3)  To approve  amendments to the Company's Articles of Incorporation to permit
     the Board of  Directors to  liquidate  assets of a series or class  without
     seeking shareholder approval to the extent permitted under Maryland law.


III. The following actions were taken by the Board of Directors with regard to
non-fundamental investment policies:

(1)  Approved  the  elimination  of  the  following  non-fundamental  investment
     limitations of the Funds:

          (a)  The Fund will not  invest  in  securities  of a  company  for the
               purpose of exercising control or management; and

          (b)  The Fund will not invest in puts, calls,  straddles,  spreads, or
               any combination of them.

     (2)  Approved revisions to the Fund's non-fundamental investment limitation
          regarding restricted securities  (GOVERNMENT CASH SERIES ONLY) to read
          as follows:

                             "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 not
                      determined to be liquid the Fund will limit their
                      purchase, together with other liquid securities, to 10% of
                      its net assets."

(3) Approved revisions to the Funds' non-fundamental investment limitations to
read as follows:

                     "The Fund will not purchase securities for which there is
                     no readily available market, or enter into repurchase
                     agreements or purchase time deposits maturing in more than
                     seven days, if immediately after and as a result, the value
                     of such securities would exceed, in the aggregate, 10% of
                     the Fund's net assets."

(4) Approved the elimination of the following undertaking of the Funds:

                     "The Fund does not expect to borrow money or pledge
securities in excess of 5% of the value of its net assets during the coming
fiscal year."

     (5)  Approved  the  addition  of a  non-fundamental  investment  policy  as
          follows in applying the Funds' concentration restriction to the Funds:

                     "(a) utility companies will be divided according to their
                     services, for example, gas, gas transmission, electric and
                     telephone will each be considered a separate industry; (b)
                     financial service companies will be classified according to
                     the end users of their services, for example, automobile
                     finance, bank finance and diversified finance will each be
                     considered a separate industry; and (c) asset-backed
                     securities will be classified according to the underlying
                     assets securing such securities."

     (6)  Approved  the  elimination  of the Funds'  non-fundamental  investment
          policy  pertaining to when-issued  and delayed  delivery  transactions
          that provides that the Fund will not engage in such transactions to an
          extent that would cause the  segregation of more than 20% of the value
          of its total assets.

     (7)  Approved the addition of a non-fundamental investment policy (TREASURY
          CASH SERIES ONLY) to read as follows:

                      "The Fund may engage in reverse repurchase agreements."

     (8)  Approved the addition of a  non-fundamental  policy that provides that
          the Funds will pursue their  investment  objectives  by investing in a
          portfolio of money market securities maturing in 397 days or less.



                                                                   June 30, 1999

Cusip 147551204
          147551303
          147551105
          147551402

G02613-03 (7/99)



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