LIBERTY TERM TRUST INC 1999
DEF 14A, 1995-04-10
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                        SCHEDULE 14A INFORMATION
                                    
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
                      of 1934 (Amendment No.______)

Filed by the Registrant [  X ]
Filed by a Party other than the Registrant [    ]

Check the appropriate box:

[  ]  Preliminary Proxy Statement
[  ]  Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[X ]  Definitive Proxy Statement
[  ]  Definitive Additional Materials
[  ]  Soliciting Material Pursuant to Sec. 240.14a-11(c) or
      Sec. 240.14a-12


Liberty Term Trust, Inc.-1999
(Name of Registrant as Specified In Its Charter)


Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee  (Check the appropriate box):

[X ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
      14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[  ]  $500 per each party to the controversy pursuant to Exchange Act
      Rule 14a-6(i)(3).
[  ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
      and 0-11.

      1. Title of each class of securities to which transaction applies:

      2. Aggregate number of securities to which transaction applies:

      3. Per unit price or other underlying value of transaction
         computed pursuant to Exchange Act Rule 0-11 (set forth the
         amount on which the filing fee is calculated and state how it
         was determined):

      4. Proposed maximum aggregate value of transaction:

      5. Total fee paid:


[  ]  Fee paid previously with preliminary proxy materials.






[  ]  Check box if any part of the fee is offset as provided by Exchange
      Act Rule 0-11(a)(2) and identify the filing for which the
      offsetting fee was paid previously.  Identify the previous filing
      by registration statement number, or the Form or Schedule and the
      date of its filing.

      1) Amount Previously Paid:
         _______________________________________________________________

      2) Form, Schedule or Registration Statement No.:
         _______________________________________________________________

      3) Filing Party:
         _______________________________________________________________

      4) Date Filed:
         _______________________________________________________________



                         LIBERTY TERM TRUST, INC.-1999

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD MAY 18, 1995

     The Annual Meeting of the shareholders of Liberty Term Trust, Inc.-1999
(the "Fund") will be held at the Fund's principal offices on the 19th Floor of
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3779, at 2:00 p.m., May 18, 1995, for the following purposes:

     (1) To elect four Class II Directors, each to hold office for a term of
        three years and one Class III Director, to hold office for a term of one
        year and until his successor shall have been elected and qualified;

     (2) To ratify or reject the selection by the Board of Directors of the firm
        of Ernst & Young LLP as Independent Auditors for the Fund; and

     (3) To transact such other business as may properly come before the meeting
        or any adjournment thereof.

     The Board of Directors has fixed March 20, 1995, as the record date for
determination of shareholders entitled to vote at the meeting.

                                                 By Order of the Directors

                                                     JOHN W. MCGONIGLE
                                                         Secretary

April 10, 1995

                   SIGN, DATE, AND RETURN THE ENCLOSED PROXY
                      PROMPTLY TO AVOID ADDITIONAL EXPENSE

     YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO ATTEND THE MEETING, PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE ANNUAL MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

                         LIBERTY TERM TRUST, INC.-1999
                           FEDERATED INVESTORS TOWER
                      PITTSBURGH, PENNSYLVANIA 15222-3779

                                PROXY STATEMENT

     The enclosed proxy is solicited on behalf of the Board of Directors of the
Fund (the "Directors"). The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Fund or by appearing personally
on May 18, 1995, at the annual meeting of shareholders ("Annual Meeting"). The
cost of preparing and mailing the notice of meeting, proxy card, this Proxy
Statement, and any additional proxy material, along with any other expense
relating to the Annual Meeting, has been or is to be borne by the Fund. Proxy
solicitations will be made primarily by mail, but may also be made by telephone,
telegraph, or personal interview conducted by certain officers or employees of
the Fund, Federated Services Company (the Fund's Transfer Agent) or Federated
Administrative Services (the Fund's Administrator). In the event that a
shareholder signs and returns the proxy ballot but does not indicate a choice as
to any of the items on the proxy ballot, the proxy attorneys will vote those
shares in favor of such proposal(s).

     On March 20, 1995, the Fund had outstanding 5,625,018 shares of capital
stock ("Shares"), each Share being entitled to one vote. Only shareholders of
record at the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting. A majority of the outstanding Shares of the Fund,
represented in person or by proxy, shall be required to constitute a quorum at
the Annual Meeting.

     For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Annual Meeting. Under
the Fund's Articles of Incorporation, the votes required to elect Directors and
ratify independent auditors will be determined with reference to a percentage of
votes cast at the Annual Meeting. Under the Investment Company Act of 1940 (the
"1940 Act"), the affirmative vote necessary to approve other matters may be
determined with reference to a percentage of votes present at the Annual
Meeting, which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal.

     The Fund will furnish, without charge, a copy of the annual report and most
recent semi-annual report succeeding the annual report, if any, to any
shareholder of record of the Fund upon request. To request an annual and/or
semi-annual report, call 1-800-235-4669, or send a written request to Betsy
Hamilton at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779. The Directors propose to mail the enclosed notice of
meeting, proxy card, and this Proxy Statement on or about April 10, 1995.


                             ELECTION OF DIRECTORS

     At the Annual Meeting, votes will be taken on the election of the persons
listed below as Directors of the Fund to hold office until the election and
qualification of their successors. A Director may be removed from office only
for cause by vote of at least 75% of the Shares entitled to be voted on the
matter. All of the nominees are presently serving as Directors. They have all
served in that capacity continuously since November 14, 1990, the date on which
the Fund was incorporated, with the exception of Messrs. Conroy, Madden and
Murray. John T. Conroy, Jr. and Peter E. Madden were appointed as Class I
Directors on August 21, 1991 and John E. Murray, Jr. was appointed as Class III
Director on February 14, 1995. Election of a Director requires the affirmative
vote of a plurality of the votes cast at the Annual Meeting.

     The Directors are classified into three classes. At the Initial Annual
Meeting of Shareholders held on May 18, 1993, Class I, Class II and Class III
Directors were elected to serve terms of one, two and three years, respectively,
and until their successors are elected and qualified. At each succeeding Annual
Meeting of Shareholders, successors to the Directors whose terms expire at that
Annual Meeting will be re-elected for a three-year term, and until their
successors are elected and qualified. Such classification may prevent
replacement of a majority of the Directors for up to a two year period. The
nominees listed below comprise the Class II Directors and the newly-appointed
Class III Director. All nominees have consented to serve if elected.
- --------------------------------------------------------------------------------
William J. Copeland (Age: 76)
One PNC Plaza-23rd Floor
Pittsburgh, PA

Director/Class II

Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.
- --------------------------------------------------------------------------------
J. Christopher Donahue* (Age: 45)
Federated Investors Tower
Pittsburgh, PA

Vice President and Director/Class II

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


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

James E. Dowd (Age: 72)
571 Hayward Mill Road
Concord, MA

Director/Class II

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.
- --------------------------------------------------------------------------------
Lawrence D. Ellis, M.D. (Age: 62)
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Director/Class II

Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.
- --------------------------------------------------------------------------------
John E. Murray, Jr., J.D., S.J.D. (Age: 62)
Duquesne University
Pittsburgh, PA

Director/Class III

President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.
- --------------------------------------------------------------------------------

     The Class I and Class III Directors, whose terms of office are described
above, are as follows:
- --------------------------------------------------------------------------------
John F. Donahue +* (Age: 70)
Federated Investors Tower
Pittsburgh, PA

Chairman and Director/Class III

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue, Vice
President and Director of the Fund.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
John T. Conroy, Jr. (Age: 57)
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Director/Class I

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.
- --------------------------------------------------------------------------------
Edward L. Flaherty, Jr. + (Age: 70)
Two Gateway Center-Suite 674
Pittsburgh, PA

Director/Class III

Attorney-at-law; Partner, Henny, Koehuba, Meyer & Flaherty; Director, Eat'N Park
Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director, Trustee, or
Managing General Partner of the Funds; formerly, Counsel, Horizon Financial,
F.A., Western Region.
- --------------------------------------------------------------------------------
Peter E. Madden (Age: 52)
225 Franklin Street
Boston, MA

Director/Class I

Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation and Trustee,
Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------
Gregor F. Meyer (Age: 68)
Two Gateway Center-Suite 674
Pittsburgh, PA

Director/Class III

Attorney-at-law; Partner, Henny, Koehuba, Meyer & Flaherty; Chairman, Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing
General Partner of the Funds; formerly, Vice Chairman, Horizon Financial, F.A.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
Wesley W. Posvar (Age: 69)
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Director/Class I

Professor, Foreign Policy and Management Consultant; Trustee, Carnegie Endowment
for International Peace, RAND Corporation, Online Computer Library Center, Inc.,
and U.S. Space Foundation; Chairman, Czecho Slovak Management Center; Director,
Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; formerly, Chairman, National Advisory Council for
Environmental Policy and Technology.
- --------------------------------------------------------------------------------
Marjorie P. Smuts (Age: 59)
4905 Bayard Street
Pittsburgh, PA

Director/Class I

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
- --------------------------------------------------------------------------------

+ Members of the Fund's Executive Committee. The Executive Committee of the
  Board of Directors handles the Directors' responsibilities between meetings of
  the Board.

* These Directors are deemed to be "interested persons" of the Fund, as defined
  in the Investment Company Act of 1940.

Officers and Directors as a group own less than 1% of the Fund's outstanding
Shares.

     As used in the table above, "The Funds," and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust Series, Inc.;
DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Intermediate Government Trust;
Federated Master Trust; Federated 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; First
Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust;



International Series, Inc.; Investment Series Funds, Inc.; Investment Series
Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government Money Market
Trust; Liberty Term Trust, Inc.-1999; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; 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; Star Funds; The Starburst Funds; The Starburst Funds II; Stock
and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial Institutions; Trust for
Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; The Virtus Funds; and World Investment Series,
Inc.

DIRECTORS' COMPENSATION
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
         NAME,            AGGREGATE
     POSITION WITH       COMPENSATION                       TOTAL COMPENSATION PAID
          FUND            FROM FUND*                           FROM FUND COMPLEX+
<S>                      <C>           <C>       <C>
- -----------------------------------------------------------------------------------------------
John F. Donahue
Chairman and
Director/Class II           $    0     $      0  for the Fund and
                                             68  other investment companies in the Fund Complex
John T. Conroy, Jr.
Director/Class I            $1,153     $117,202  for the Fund and
                                             64  other investment companies in the Fund Complex
William J. Copeland
Director/Class II           $1,153     $117,202  for the Fund and
                                             64  other investment companies in the Fund Complex
J. Christopher Donahue
Vice President and
Director/Class II           $    0     $      0  for the Fund and
                                             14  other investment companies in the Fund Complex
James E. Dowd
Director/Class II           $1,153     $117,202  for the Fund and
                                             64  other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.
Director/Class II           $1,047     $106,460  for the Fund and
                                             64  other investment companies in the Fund Complex
Edward L. Flaherty, Jr.
Director/Class III          $1,153     $117,202  for the Fund and
                                             64  other investment companies in the Fund Complex
</TABLE>


<TABLE>
<CAPTION>
         NAME,            AGGREGATE
     POSITION WITH       COMPENSATION                       TOTAL COMPENSATION PAID
          FUND            FROM FUND*                           FROM FUND COMPLEX+
<S>                      <C>           <C>       <C>
- -----------------------------------------------------------------------------------------------
Peter E. Madden
Director/Class I            $  890     $ 90,563  for the Fund and
                                             64  other investment companies in the Fund Complex
Gregor F. Meyer
Director/Class III          $1,047     $106,460  for the Fund and
                                             64  other investment companies in the Fund Complex
John E. Murray, Jr.
Director/Class III          $    0     $      0  for the Fund and
                                             69  other investment companies in the Fund Complex
Wesley W. Posvar
Director/Class I            $1,047     $106,460  for the Fund and
                                             64  other investment companies in the Fund Complex
Marjorie P. Smuts
Director/Class I            $1,047     $106,460  for the Fund and
                                             64  other investment companies in the Fund Complex
- -----------------------------------------------------------------------------------------------
</TABLE>

* Information is furnished for the fiscal year ended December 31, 1994.

+ The information is provided for the last calendar year.

     If any nominee for election as a Director named above shall by reason of
death or for any other reason become unavailable as a candidate at the Annual
Meeting, votes pursuant to the enclosed proxy will be cast for a substitute
candidate by the attorneys named therein, or their substitutes, present and
acting at the Annual Meeting. Any such substitute candidate for election as an
interested Director shall be nominated by the Executive Committee. The selection
of any substitute candidate for election as a Director who is not an interested
person shall be made by a majority of the Directors who are not interested
persons of the Fund. The Board of Directors has no reason to believe that any
nominee will become unavailable for election as a Director.

     During the fiscal year ended December 31, 1994, there were 4 meetings of
the Board of Directors. The Directors who are not interested Directors of the
Fund as a group received fees totaling $9,690. The interested Directors do not
receive fees from the Fund. All Directors were reimbursed for expenses for
attendance at Board of Directors meetings.

     Other than its Executive Committee, the Fund has one Board committee, the
Audit Committee. Generally, the function of the Audit Committee is to assist the
Board of Directors in fulfilling its duties relating to the Fund's accounting
and financial reporting practices and to serve as a direct line of communication
between the Board of Directors and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the


auditing engagement, approving professional services provided by the independent
auditors prior to the performance of such services, considering the range of
audit and non-audit fees, reviewing the independence of the independent
auditors, reviewing the scope and results of the Fund's procedures for internal
auditing, and reviewing the Fund's system of internal accounting controls.

     Messrs. Flaherty, Copeland, and Dowd serve on the Audit Committee. These
Directors are not interested Directors of the Fund. During the fiscal year ended
December 31, 1994, there were 4 meetings of the Audit Committee. All of the
members of the Audit Committee were present for each meeting. Each member of the
Audit Committee receives and annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance at Audit Committee
meetings.

     The executive officers of the Fund are elected annually by the Board of
Directors. Each officer holds the office until qualification of his successor.
The names and ages (in parentheses) of the executive officers of the Fund who
are not listed above under "Election of Directors" and their principal
occupations during the last five years are as follows: Richard B. Fisher (71),
President of the Fund, is Executive Vice President and Trustee, Federated
Investors; Director, Federated Research Corp.; Chairman and Director, Federated
Securities Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds. Edward C. Gonzales (64), Vice President and
Treasurer of the Fund, is Vice President, Treasurer, and Trustee, Federated
Investors; Vice President and Treasurer, Federated Advisers, Federated
Management, Federated Research, Federated Research Corp., and Passport Research,
Ltd.; Executive Vice President, Treasurer, and Director, Federated Securities
Corp.; Trustee, Federated Services Company and Federated Shareholder Services;
Chairman, Treasurer, and Trustee, Federated Administrative Services; Trustee or
Director of some of the Funds; Vice President and Treasurer of the Funds. John
W. McGonigle (56), Vice President and Secretary of the Fund, is Vice President,
Secretary, General Counsel, and Trustee, Federated Investors; Vice President,
Secretary, and Trustee, Federated Advisers, Federated Management, and Federated
Research; Vice President and Secretary, Federated Research Corp. and Passport
Research, Ltd.; Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Director and Executive Vice President,
Federated Securities Corp.; Vice President and Secretary of the Funds. Each of
these executive officers has been an officer of the Fund since November 14,
1990.

     Federated Administrative Services is the Fund's administrator. For the
fiscal year ended December 31, 1994, the Fund's administrative fees were
$142,606, none of which was waived.

     In addition, Dr. Henry Gailliot, an officer of Federated Advisers, the
adviser to the Fund, holds approximately 20% of the outstanding common stock and
serves as a Director of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative Services.


     Federated Securities Corp., the principal underwriter for the Fund, and
Federated Administrative Services are both wholly-owned subsidiaries of
Federated Investors. Their address is Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
                             ELECTION OF DIRECTORS

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

                        RATIFICATION OR REJECTION OF THE
                       SELECTION OF INDEPENDENT AUDITORS

     The firm of Ernst & Young LLP has been selected as independent auditors for
the Fund by a majority of the Directors of the Fund who are not interested
persons of the Fund within the meaning of the Investment Company Act of 1940, as
amended. This selection is being submitted to shareholders for their
ratification or rejection at the Annual Meeting. Neither Ernst & Young LLP nor
any of its partners have any direct or indirect financial interest in, or any
other material relationship to, the Fund, nor are they the beneficial owners of
any of the Shares of the Fund. It is not expected that a representative of Ernst
& Young LLP will be present at the Annual Meeting.

     The Fund's independent auditors provide customary professional services in
connection with the audit function for a registered investment company such as
the Fund. Their fees for such services include fees for work leading to the
expression of opinions on the financial statements included in reports to
shareholders, opinions on financial statements included in amendments to the
Fund's Registration Statement, and reports on the Fund's system of internal
accounting controls required in the annual report to the Securities and Exchange
Commission. Professional services of the independent auditors are approved by
the Audit Committee of the Board of Directors. In approving fees for such
services, the Audit Committee determines that their payment does not affect the
independence of the independent auditors.

     The affirmative vote of a simple majority of Shares present and voting at
the meeting is required to ratify the selection of Ernst & Young LLP.

           THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS RATIFICATION
                    OF ITS SELECTION OF INDEPENDENT AUDITORS


                              FEDERATED INVESTORS

     The following officers and Trustees of Federated Investors are also
officers of the Fund. All of the Class A Shares (Voting) of Federated Investors
are owned by a trust, the trustees of which are: John F. Donahue, Chairman,
Chief Executive Officer and Trustee of Federated Investors, Rhodora J. Donahue,
wife of John F. Donahue, and J. Christopher Donahue, son of John F. Donahue and
President, Chief Operating Officer and Trustee of Federated Investors.* Officers
and Directors of the Fund who own Class B Shares (Non-Voting), their positions
with Federated Investors, and the number of Class B Shares beneficially owned by
such persons (in parentheses) are: John F. Donahue*, Trustee, Chairman and Chief
Executive Officer (636,942); J. Christopher Donahue*, Trustee, President and
Chief Operating Officer (837,140); Edward C. Gonzales*, Trustee, Vice President,
and Treasurer (400,000); John W. McGonigle*, Trustee, Vice President, General
Counsel, and Secretary (1,000,000); and Richard B. Fisher*, Trustee, Vice
President and Assistant Secretary (335,000).

     * The number of shares indicated may include shares held jointly with
    spouses or other family members, shares held by family-owned partnerships or
    other business organizations, shares held by spouses and other family
    members and/or shares held in trust for one or more family members. The
    listed individuals disclaim beneficial ownership of shares held of spouses,
    other family members and trusts, and by family-owned partnerships or other
    business organizations to the extent not owned by them.

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

                          OTHER MATTERS AND DISCRETION
                        OF ATTORNEYS NAMED IN THE PROXY

     While the Annual Meeting is called to act upon any other business that may
properly come before it, at the date of this proxy statement the only business
which the Board of Directors intends to present or knows that others will
present is the business mentioned in the notice of meeting. If any other matters
lawfully come before the Annual Meeting, and as to all procedural matters at the
meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the attorneys named therein, or their
substitutes, present and acting at the Annual Meeting.

     If at the time any session of the Annual Meeting is called to order, a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Annual Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Annual Meeting to be
adjourned. The persons named as proxies will vote those


proxies which they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate.

     The following list indicates the beneficial ownership of shareholders who,
to the best knowledge of the Fund, are the beneficial owners of more than 5% of
the outstanding Shares of the Fund as of March 20, 1995: Cede & Co., New York,
New York, owned approximately 3,889,528 Shares (69.15%) and Kray & Co., Chicago,
Illinois, owned approximately 776,205 Shares (13.80%).

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

                           PROPOSALS OF SHAREHOLDERS

     If a shareholder wishes to submit a proposal for the next Annual Meeting,
such proposal should be in writing and should be received by the Fund not later
than December 10, 1995. It is suggested that such written proposals be submitted
via Certified Mail Return Receipt Requested. Proposals shall be mailed to
Liberty Term Trust, Inc.-1999, c/o Federated Investors, Federated Investors
Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779.

     If you do not expect to attend the Annual Meeting, please sign your proxy
and return it in the enclosed envelope to avoid unnecessary expense and delay.
No postage is necessary.

                                                 By Order of the Directors

                                                     JOHN W. MCGONIGLE
                                                         Secretary
April 10, 1995


531282101
4021606A (3/95)

DETACH CARD

                      LIBERTY TERM TRUST, INC.-1999

Please take note of the important information enclosed with the Proxy
Ballot.  There are a number of issues related to the management and
operation of your Fund that require your immediate attention and
approval.  These are discussed in detail in the enclosed proxy
materials.

Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares.

Please mark the boxes on the proxy card to indicate how your shares
shall be voted.  Then sign the card, detach it and return your proxy
card in the enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Shareholders,
May 18, 1995.

Thank you in advance for your prompt consideration of these matters.

Sincerely,


Liberty Term Trust, Inc.-1999

                      LIBERTY TERM TRUST, INC.-1999
       The Proxy is solicited on behalf of the Board of Directors

KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
LIBERTY TERM TRUST, INC.-1999, hereby appoint Charles H. Field, Patricia
F. Conner, Patricia L. Godlewski, Stephen R. Newcamp, and Kathleen R.
O'Brien, or any one of them, true and lawful attorneys, with the power
of substitution of each, to vote all Shares of LIBERTY TERM TRUST, INC.-
1999 which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held on May 18, 1995, at Federated Investors Tower,
Pittsburgh, Pennsylvania, at 2:00 p.m., and at any adjournment thereof.

The attorneys named will vote the Shares represented by this proxy in
accordance with the choices made on this ballot.  IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT
MATTER.  The approval of each proposal is not contingent on the approval
of any other matter.

PLEASE RETURN THIS PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE BOTTOM PORTION.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.  Please sign this proxy exactly as your name appears
on the books of the Corporation.  Joint owners should each sign
personally.  Trustees and other fiduciaries should incidate the capacity
in which they sign, and where more than one name appears, a majority
must sign.  If a corporation, this signature should be that of an
authorized officer who should state his or her title.

HAS YOUR ADDRESS CHANGED?              DO YOU HAVE ANY COMMENTS?

_____________________________          ______________________________

_____________________________          ______________________________

_____________________________          ______________________________


 X   PLEASE MARK VOTES AS IN THIS EXAMPLE

1.) Election of Class II and        __For __Withhold __For All Except
Class III Directors:

              William J. Copeland; J. Christopher Donahue;
                 James E. Dowd; Lawrence D. Ellis, M.D.;
                           John E. Murray, Jr.

If you do not wish your shares voted "FOR" a particular nominee, mark
the line "For All Except" box and strike a line through the nominee(s)
name.  Your shares will be voted for the remaining nominee(s).

2.) To ratify the selection by the        __For  __Against __Abstain
Board of Directors of the firm Ernst &
Young LLP as Independent Auditors for
the Fund.

RECORD DATE SHARES:

Please be sure to sign and date this Proxy.    Date ______________________

__________________________________     ___________________________________
Shareholder sign here                  Co-owner sign here


Mark box at right if comments or address change have              ____
been noted on the reverse side of this card.





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