STARBURST FUNDS
485APOS, 1994-04-08
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                                   1933 Act File No. 33-30950
                                   1940 Act File No. 811-5900

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                           Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
X

   Pre-Effective Amendment No.

   Post-Effective Amendment No.   15                      X

                            and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940         X

   Amendment No.   15                                     X

                      THE STARBURST FUNDS

      (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)
    on _________________ pursuant to paragraph (b)
 X  60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

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 December 15,
1993; 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:

Thomas J. Donnelly, Esquire        Charles H. Morin, Esquire
Houston, Houston & Donnelly        Dickstein, Shapiro & Morin
2510 Centre City Tower             2101 L Street, N.W.
650 Smithfield Street              Washington, D.C.  20037
Pittsburgh, Pennsylvania 15222



                     CROSS REFERENCE SHEET


     This Amendment to the Registration Statement of THE
STARBURST FUNDS, which is comprised of 5 portfolios, (1) The
Starburst Government Money Market Fund-Trust Shares and
Investment Shares, (2) The Starburst Money Market Fund-Trust
Shares and Investment Shares (3) The Starburst Government
Income Fund, (4) The Starburst Government Fund and (5) The
Starburst Equity Fund relates only to one of the portfolios,
The Starburst Equity Fund, and is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page               (1-5) Cover Page.
Item 2.   Synopsis                 (1-5) Summary of Fund Expenses.
Item 3.   Condensed Financial
          Information              (1-5) Performance Information.
Item 4.   General Description of
          Registrant               (1-5) General Information;
                                   Investment Information;
                                   Investment Objective;
                                   Investment Policies; Investment
                                   Limitations; (2-4) Investment
                                   Risks; (3) Municipal Bonds;
                                   Municipal Bond Insurance (1 and
                                   2) Other Classes of Shares.
Item 5.   Management of the Fund   (1-5) The Starburst Funds
                                   Information; Management of The
                                   Starburst Funds; Distribution
                                   of (Investment, Trust or Fund)
                                   Shares; Administration of the
                                   Fund (and Investment Shares or
                                   Trust Shares); Expenses of the
                                   Fund (and Investment or Trust
                                   Shares); Distribution Plan
                                   (applies only to Portfolios 3,
                                   4 and 5 named above and the
                                   Investment Shares of Portfolios
                                   1 and 2 above); Administrative
                                   Arrangements (Trust Shares
                                   only); Shareholder Servicing
                                   Arrangements (applies only to
                                   Portfolios 3, 4 and 5 named
                                   above and the Investment Shares
                                   of Portfolios 1 and 2 above).
Item 6.   Capital Stock and Other
          Securities               (1-5)Dividends; Capital Gains;
                                   Shareholder Information; Voting
                                   Rights; Massachusetts
                                   Partnership Law; Effect of
                                   Banking Laws; Federal Income
                                   Tax; (3) Pennsylvania Corporate
                                   and Personal Property Taxes;
                                   Other State and Local Taxes.
Item 7.   Purchase of Securities Being
          Offered                  (1-5) Net Asset Value;
                                   Investing in (Investment
                                   Shares, Trust Shares or the
                                   Fund); Share Purchases; Minimum
                                   Investment Required; What
                                   Shares Cost; Systematic
                                   Investment Program;
                                   Certificates and Confirmations;
                                   Purchases at Net Asset Value;
                                   Sales Charge Reallowance;
                                   Reducing the Sales Charge.
Item 8.   Redemption or Repurchase (1-5) Retirement Plans; (1-5)
                                   Exchange Privilege; (1-5)
                                   Redeeming (Investment or Trust)
                                   Shares; By Telephone; By Mail;
                                   Redemption Before Purchase
                                   Instruments Clear; Systematic
                                   Withdrawal Program; Accounts
                                   with Low Balances; Redemption
                                   in Kind.
Item 9.   Pending Legal Proceedings     None.

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

Item 10.  Cover Page               (1-5) Cover Page.
Item 11.  Table of Contents        (1-5) Table of Contents.
Item 12.  General Information and
          History                  (1-5) General Information About
                                   the Fund.
Item 13.  Investment Objectives and
          Policies                 (1-5) Investment Objectives and
                                   Policies.
Item 14.  Management of the Fund   (1-5) The Starburst Funds
                                   Management.
Item 15.  Control Persons and Principal
          Holders of Securities    Not Applicable.
Item 16.  Investment Advisory and Other
          Services                 (1-5) Investment Advisory
                                   Services; Administrative
                                   Services; Distribution Plan
                                   (applies only to Portfolio 3
                                   and 4 named above and the
                                   Investment Shares of Portfolios
                                   1 and 2 above); (4) Investment
                                   Management Services.
Item 17.  Brokerage Allocation     (1-5) Brokerage Transactions.
Item 18.  Capital Stock and Other
          Securities               Not Applicable.
Item 19.  Purchase, Redemption and
          Pricing of Securities Being
          Offered                  (1-5) Purchasing (Investment or
                                   Trust) Shares; Determining Net
                                   Asset Value; (3-5) Exchang
                                   Privilege; Redeeming
                                   (Investment or Trust) Shares.
Item 20.  Tax Status               (1-5) Tax Status.
Item 21.  Underwriters             Not Applicable.
Item 22.  Calculation of Performance
          Data                     (1, 2, 4 and 5) Yield; (1, 2
                                   and 4) Effective Yield; (3, 5)
                                   Total Return; Yield (3) Tax-
                                   Equivalent Yield; (1-5)
                                   Performance Comparisons.
Item 23.  Financial Statements     (1-5) Financial Statements (to
                                   be filed by amendment)

Part A and Part B are incorporated by reference to Registrant's
Post-Effective Amendment No. 10 filed October 14, 1993 (File Nos.
33-30950 and 811-5900).


PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:
          (a)  Financial Statements (to be filed by amendment)
          (b)  Exhibits:
               (1)  Copy of Declaration of Trust of the
                    Registrant (1.);
                    (i)  Amendment Nos. 1, 2, 3, 4, 5 to
                         Declaration of Trust dated August 7,
                         1989 (2., 3., 5.);
                    (ii) Amendment No. 6 to the Declaration of
                         Trust dated August 7, 1989 (7.);
                    (iii)           Amendment No. 7 to the
                         Declaration of Trust dated August 7,
                         1989 (8.);
               (2)  Copy of By-Laws of the Registrant (1.);
               (3)  Not applicable;
               (4)  Copy of Specimen Certificate for Shares of
                    Beneficial Interest of the Registrant (11.);
               (5)  Copy of Investment Advisory Contract of the
                    Registrant (5.);
                    (i)  Copy of Exhibits C and D to the Advisory
                         Contract (7.);
               (6)  Copy of Distributor's Contract of the
                    Registrant (5.);
                    (i)  Copy of Exhibits C and D to the
                         Distributor's Contract (7.);




  + Exhibits have been filed electronically.

 1.  Response is incorporated by reference to Registrant's
     Initial Registration Statement on Form N-1A filed September
     7, 1989.  (File Nos. 33-30950 and 811-5900).
 2.  Response is incorporated by reference to Registrant's Pre-
     Effective Amendment No. 1 filed on Form N-1A November 16,
     1989 (File Nos. 33-30950 and 811-5900).
 3.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 1 on Form N-1A filed May 21, 1990.
     (File Nos. 33-30950 and 811-5900)
 4.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
     (File Nos. 33-30950 and 811-5900)
 5.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 3 on Form N-1A filed September 11,
     1991.  (File Nos. 33-30950 and 811-5900)
 6.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 5 on Form N-1A filed January 9,
     1992.  (File Nos. 33-30950 and 811-5900)
 7.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 5 on Form N-1A filed February 14,
     1992.  (File Nos. 33-30950 and 811-5900)
 8.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 5 on Form N-1A filed May 27, 1992.
     (File Nos. 33-30950 and 811-5900)
 9.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 8 on Form N-1A filed September 25,
     1992.  (File Nos. 33-30950 and 811-5900)
10.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 9 on Form N-1A filed December 22,
     1992.  (File Nos. 33-30950 and 811-5900)
11.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 10 on Form N-1A filed October 14,
     1992.  (File Nos. 33-30950 and 811-5900)

               (7)  Not applicable;
               (8)  Copy of new Custodian Agreement of the
                    Registrant (7.);
               (9)  Copy of Agency Agreement of the Registrant
                    (5.);
                    (i)  Conformed copy of Fund Accounting and
                         Shareholder Recordkeeping Agreement
                         (7.);
               (10) Copy of Opinion and Consent of Counsel
                    as to legality of shares being
                    registered (2.);
               (11) (i)  Copy of Consent of the Independent
                         Auditors;
               (12) Not applicable;
               (13) Copy of Initial Capital Understanding
                    (2.);
               (14) Not applicable;
               (15) (i)  Copy of Distribution Plan (5.);
                    (ii) Copy of 12b-1 Agreement (5.);
                    (iii)           Copy of Exhibits C and D to
                         the Distribution Plan (7.);
                    (iv) Copy of Amendment No. 2 to the Rule 12b-
                         1 Agreement (7.);
               (16) Schedule for Computation of Fund
                    Performance Data (9.);
               (17) Conformed Copy of Power of Attorney;+
               (18) Not Applicable.

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 March 31, 1994

          The Starburst Government Income Fund3,378

          The Starburst Government Money
            Market Fund-Investment Shares        39

          The Starburst Government Money
            Market Fund-Trust Shares              8





 2.  Response is incorporated by reference to Registrant's Pre-
     Effective Amendment No. 1 filed on Form N-1A November 16,
     1989 (File Nos. 33-30950 and 811-5900).
 5.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 3 on Form N-1A filed September 11,
     1991.  (File Nos. 33-30950 and 811-5900)
 7.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 5 on Form N-1A filed February 14,
     1992.  (File Nos. 33-30950 and 811-5900)
 9.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 8 on Form N-1A filed September 25,
     1992.  (File Nos. 33-30950 and 811-5900)
10.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 9 on Form N-1A filed December 22,
     1992.  (File Nos. 33-30950 and 811-5900)

          The Starburst Money Market Fund-
            Investment Shares                   203

          The Starburst Money Market Fund-
            Trust Shares                          5

          The Starburst Municipal Income Fund  1303

Item 27.  Indemnification:  (4.)

Item 28.  Business and Other Connections of Investment Adviser:

          For a description of the other business of Central Bank
          of the South, the investment adviser, see the section
          entitled "Management of the Starburst Funds" in Part A.

          The Executive Officers of the investment adviser are:

                                               Other Substantial
                         Position with         Business,
Profession,
Name                      the Adviser          Vocation or
Employment

D. Paul Jones, Jr.       Chairman, President,  Chairman, Chief
                         Chief Executive Officer,      Executive
                                               Officer,
                         Treasurer and Director        Treasurer
                                               and Director of
                                               Compass
                                               Bancshares, Inc.;
                                               Director of Golden
                                               Enterprises, Inc.
                                               (snack food and
                                               metal fastener
                                               production and
                                               distribution), the
                                               principal business
                                               address of which
                                               is 110 South Sixth
                                               Street,
                                               Birmingham,
                                               Alabama 35205


Byrd Williams            Executive Vice President

Christina L. Boles       Senior Vice President,
                         Correspondent and
                         Investment Services
                         Division

Harry B. Brock III*      Senior Vice President,
                         Birmingham Region

Ralph H. Cassell         Senior Vice President,
                         Consumer Banking

Robert S. McKean         Senior Vice President,
                         Metropolitan Banking




 4.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
     (File No. 33-30950)
Michael E. Murry         Senior Vice President,
                         Trust Division

John C. Neiman           Senior Vice President,
                         National Banking
                         Division

G. Ray Stone             Senior Vice President,
                         Senior Credit Policy
                         Officer

Randall Reynolds         Senior Vice President
                         and Manager of Retail
                         Investment Sales

Michael A. Bean          Chief Accounting Officer

Jerry W. Powell          General Counsel       General Counsel and
                         and Secretary         Secretary of
                                               Compass
                                               Bancshares, Inc.

Richard H. Votel         Senior Vice President President: Compass
                                               Bancshares
                                               Insurance,
                                               Inc.

Jerry L. Goodson         Vice President        President: Compass
                                               Brokerage, Inc.

The business address for each of the above-listed persons is 15
South 20th Street, Birmingham, Alabama 35233.

The principal business address of Compass Bank, Compass
Bancshares, Inc. and Compass Bancshares Insurance, Inc. is 15
South 20th Street, Birmingham, Alabama 35233.

*Harry B. Brock III is the son of Harry B. Brock, Jr., a director
of Compass Bank and the brother of Stanley M. Brock, a director of
Compass Bank.

Directors:
                           Other Substantial Business, Profession
Name and Addresses         Vocation or Employment

Harry B. Brock, Jr.        Retired since March 31, 1991 as
                           Chairman of
701 South 32nd Street      the Board, Chief Executive Officer and
Birmingham, Alabama 35233  Treasurer of Compass Bancshares, Inc.
                           and Compass Bank.  Mr. Brock is the
                           father of Stanley M. Brock, a
                           director of Compass Bank and of Harry
                           B. Brock III, an officer of Compass
                           Bank.

Charles W. Daniel          President, Dantract, Inc. (real estate
200 Office Park Drive      investments), Suite 100, 200 Office
                           Park
Suite 100                  Drive, Birmingham, Alabama 35223.
Birmingham, Alabama 35223

William Eugene Davenport   President and Chief Operating Officer
                           of
Russell Lands, Inc.        Russell Lands, Inc. (real estate
1 Willowpoint Road         development), 1 Willowpoint Road,
                           Alexander
Alexander City, Alabama 35010   City, Alabama 35010.

Marshall Durbin, Jr.       President of Marshall Durbin &
                           Company, Inc.
Marshall Durbin & Co., Inc.(poultry processing), 3125
                           Independence
3125 Independence Drive    Drive, Birmingham, Alabama 35209.
Birmingham, Alabama 35209

Tranum Fitzpatrick         Chairman of Guiford Company, Inc. and
Fitzpatrick & Associates   President of Guiford Capital and
                           Empire-
2600 East South Boulevard  Rouse (real estate investment and
Montgomery, Alabama 36116  development), 2600 East South
                           Boulevard, Montgomery, Alabama 36116.

D. Paul Jones, Jr.         Chairman, Chief Executive Officer and
Compass Bancshares, Inc.   Treasurer of Compass Bancshares, Inc.
                           and
15 South 20th Street       Compass Bank; President of Compass
                           Bank;
Birmingham, Alabama 35233  Director of Golden Enterprises, Inc.
                           (snack food and metal fastener
                           production and distribution), 110
                           South Sixth Street, Birmingham,
                           Alabama 35205.

G. W. "Red" Leach, Jr.     Former proprietor of Red Leach and
                           Sons
418 Chestnut Street        Insurance (insurance sales), 418
                           Chestnut
Gadsden, Alabama 35901     Street, Gadsden, Alabama 35901.

Goodwin L. Myrick          President and Chairman of the Board,
                           Alabama
Alfa Corporation           Farmers Federation, Alfa Corporation,
                           Alfa
2108 East South Boulevard  Insurance Companies and Alfa Services,
                           Inc.
Montgomery, Alabama 36116  (agriculture and insurance), the
                           principal address of each of which is
                           2108 East South Boulevard,
                           Montgomery, Alabama 36116, and a
                           dairy farmer; Director of Alfa
                           Corporation.

John S. Stein              President and Chief Executive Officer
                           of
Golden Enterprises, Inc.   Golden Enterprises, Inc. (snack food
                           and
110 South Sixth Street     metal fastener production and
                           distribution),
Montgomery, Alabama 35205  110 South Sixth Street, Birmingham,
                           Alabama 35205; Director of Golden
                           Enterprises, Inc.

Garry Neil Drummond, Sr.   Chief Executive Officer of Drummond
                           Company,
Drummond Company, Inc.     Inc. (coal and coke production, real
                           estate
530 Beacon Parkway West    investment), 530 Beacon Parkway West,
Birmingham, Alabama 35209  Birmingham, Alabama 35209.

Stanley M. Brock           Partner, Balch & Bingham (law firm),
Balch & Bingham            Suite 2600, 1901 Sixth Avenue North,
Suite 2600                 Birmingham, Alabama 35203; Mr. Brock
                           is
1901 Sixth Avenue North    the son of Harry B. Brock, Jr., a
                           director of
Birmingham, Alabama 35203  Compass Bank, and the brother of Harry
                           B. Brock III, an officer of Compass
                           Bank.


                           Directors

Harry B. Brock, Jr.   Marshal Durbin, Jr.    G.W. "Red" Leach,
Jr.
Stanley M. Brock      Garry Neil Drummond, Sr.    Goodwin L.
Myrick
William Eugene Davenport                     Tranum
Fitzpatrick           John S. Stein
Charles W. Daniel     D. Paul Jones, Jr.

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:  A.T. Ohio Municipal Money Fund;
             Alexander Hamilton Funds; American Leaders Fund,
             Inc.; Annuity Management Series; Automated Cash
             Management Trust; Automated Government Money Trust;
             BayFunds;  The Biltmore Funds; The Biltmore
             Municipal Funds; The Boulevard Funds; California
             Municipal Cash Trust; Cambridge Series Trust; Cash
             Trust Series, Inc.; Cash Trust Series II; DG
             Investor Series; Edward D. Jones & Co. Daily
             Passport Cash Trust; FT Series, Inc.; Federated
             ARMs Fund;  Federated Exchange Fund, Ltd.;
             Federated GNMA Trust; Federated Government Trust;
             Federated Growth Trust; Federated High Yield Trust;
             Federated Income Securities Trust; Federated Income
             Trust; Federated Index Trust; Federated
             Intermediate Government Trust; Federated Master
             Trust;  Federated Municipal Trust; Federated Short-
             Intermediate Government Trust; Federated Short-Term
             U.S. Government Trust; Federated Stock Trust;
             Federated Tax-Free Trust; Federated U.S. Government
             Bond Fund; Financial Reserves Fund; First Priority
             Funds; First Union Funds; Fixed Income Securities,
             Inc.; Fortress Adjustable Rate U.S. Government
             Fund, Inc.; Fortress Municipal Income Fund, Inc.;
             Fortress Utility Fund, Inc.; Fountain Square Funds;
             Fund for U.S. Government Securities, Inc.;
             Government Income Securities, Inc.; High Yield Cash
             Trust; Independence One Mutual Funds; Insight
             Institutional Series, Inc.; Insurance Management
             Series; Intermediate Municipal Trust; Investment
             Series Funds, Inc.; Investment Series Trust;
             Liberty Equity Income Fund, Inc.; Liberty High
             Income Bond Fund, Inc.; Liberty Municipal
             Securities Fund, Inc.; Liberty U.S. Government
             Money Market Trust; Liberty Utility Fund, Inc.;
             Liquid Cash Trust; Managed Series Trust; Mark Twain
             Funds; Marshall Funds, Inc.; Money Market
             Management, Inc.; Money Market Obligations Trust;
             Money Market Trust; The Monitor Funds; Municipal
             Securities Income Trust; New York Municipal Cash
             Trust; 111 Corcoran Funds; Peachtree Funds; The
             Planters Funds; Portage Funds; RIMCO Monument
             Funds; The Shawmut Funds; Short-Term Municipal
             Trust; Signet Select Funds; SouthTrust Vulcan
             Funds; Star Funds; The Starburst Funds II; Stock
             and Bond Fund, Inc.; Sunburst Funds; Targeted
             Duration Trust; Tax-Free Instruments Trust; Tower
             Mutual Funds; Trademark Funds; Trust for Financial
             Institutions; Trust for Government Cash Reserves;
             Trust for Short-Term U.S. Government Securities;
             Trust for U.S. Treasury Obligations; Vision
             Fiduciary Funds, Inc.; and Vision Group of Funds,
             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, and
                          Asst. Treasurer, Federated
                          Securities Corp.

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

John W. McGonigle         Director, Executive Vice     Vice President and
Federated Investors Tower President, and Assistant     Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
                          Securities Corp.

John A. Staley, IV        Executive Vice President     Vice President
Federated Investors Tower and Assistant Secretary,
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
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Mark W. Bloss             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

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

H. Joseph Kennedy         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


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

James R. Ball             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd           Vice President,              --
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

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

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

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

David C. Glabicki         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

Scott A. Hutton           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William J. Kerns          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dennis M. Laffey          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Francis J. Matten, Jr.    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

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

R. Jeffrey Niss           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

Solon A. Person, IV       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

Charles A. Robison        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

Thomas E. Territ          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

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

Philip C. Hetzel          Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Ernest L. Linane          Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan          Secretary, Federated    Assistant
Federated Investors Tower Securities Corp.        Secretary
Pittsburgh, PA 15222-3779


          (c)  Not applicable.


Item 30.  Location of Accounts and Records:  (4.)

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 Trustees and the calling of
          special shareholder meetings by shareholders.

          Registrant hereby undertakes to file a post-effective
          amendment on behalf of The Starburst Equity Fund, using
          financial statements which need not be certified,
          within four to six months from the effective date of
          Registrant's 1933 Act Registration Statement.









 4.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 2 on Form N-1A filed May 23, 1990.
     (File No. 33-30950)


                         SIGNATURES

   Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
THE STARBURST FUNDS, duly caused this Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 8th day
of April, 1994.

                     THE STARBURST FUNDS

               BY: /s/C. Grant Anderson
               C. Grant Anderson, Assistant Secretary
               Attorney in Fact for John F. Donahue
               April 8, 1994


   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/C. Grant Anderson
   C. Grant Anderson        Attorney In Fact      April 8, 1994
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

J. Christopher Donahue*     President

Edward C. Gonzales*         Vice President,
                            Treasurer and Trustee
                            (Principal Financial and
                            Accounting Officer)

John T. Conroy, Jr.*        Trustee

William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee

* By Power of Attorney




                                   Exhibit 17 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 THE STARBURST FUNDS  and the Assistant 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 Trustee        December 3, 1992
John F. Donahue       (Chief Executive Officer)


/s/ J. Christopher Donahue   President                   December 3, 1992
J. Christopher Donahue


/s/ E. C. Gonzales           Vice President, Treasurer  December 3, 1992
Edward C. Gonzales    and Trustee
                      (Principal Financial and
                      Accounting Officer)


/s/ William J. Copeland       Trustee                    December 3, 1992
William J. Copeland


/s/ James E. Dowd             Trustee                    December 3, 1992
James E. Dowd


/s/ Lawrence D. Ellis, M.D.   Trustee                    December 3, 1992
Lawrence D. Ellis, M.D.


/s/ Edward L. Flaherty, Jr.   Trustee                    December 3, 1992
Edward L. Flaherty, Jr.



/s/ Gregor F. Meyer           Trustee                    December 3, 1992
Gregor F. Meyer


/s/ Wesley W. Posvar          Trustee                    December 3, 1992
Wesley W. Posvar


/s/ Marjorie P. Smuts         Trustee                    December 3, 1992
Marjorie  P. Smuts


/s/ Peter E. Madden           Trustee                    December 3, 1992
Peter E. Madden


/s/ John T. Conroy, Jr.       Trustee                    December 3, 1992
John T. Conroy, Jr.







Sworn to and subscribed before me this _3rd  day of
__December_____, 1993.


(SEAL)
  /s/ Raymond M. Roberts
____________________________________________
Notary Public

                        Notarial Seal
                  Raymond M Roberts, Notary
                           Public
                Pittsburgh, Allegheny County
                My Commission Expires January
                          13, 1996
                    Member, Pennsylvania
                   Association of Notaries



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