FIXED INCOME SECURITIES INC
485BPOS, 1994-03-28
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                               1933 Act Registration No. 33-43472
                               1940 Act Registration No. 811-6447


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM N-1A

  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993    

  Pre-Effective Amendment No.            
     
  Post-Effective Amendment No.  10     X_
      
                              and/or

  REGISTRATION STATEMENT UNDER THE INVESTMENT
   COMPANY ACT OF 1940     
     
  Amendment No.   12     X 
      
                  FIXED INCOME SECURITIES, 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, Esq., Federated Investors Tower,
                Pittsburgh, Pennsylvania 15222-3779
              (Name and Address of Agent for Service)

                            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


  It is proposed that this filing will become effective (check
  appropriate box):
   
  ___ Immediately upon filing pursuant to paragraph (b), or 
     
   X  on April 5, 1994 pursuant to paragraph (b), or 
      60 days after filing pursuant paragraph (a), or
      
      on (date) pursuant to paragraph (a), of Rule 485.
<PAGE>






     
          Registrant previously has filed a declaration pursuant
  to Rule 24f-2 of the Investment Company Act of 1940 to register
  an indefinite number of shares of each class of its Strategic
  Income Fund portfolio.  In addition, Registrant previously has
  filed declarations pursuant to Rule 24f-2 with respect to each
  class of its currently outstanding portfolios of shares.  Rule
  24f-2 Notices with respect to each such class for the fiscal
  year ended November 30, 1993 were filed on January 18, 1994. 

     
  Explanatory Note:  This Amendment to the Registration Statement
  is being filed solely to update Part C of the Registration
  Statement and to file certain Exhibits referred to therein.
      
                      PART A:  THE PROSPECTUS
     
          Part A of this Amendment is incorporated herein by
  reference to Part A of Post-Effective Amendment No. 9 (under
  the Securities Act of 1933) of the Registration Statement, as
  filed with the Securities and Exchange Commission on February
  4, 1994.
      
           PART B:  STATEMENT OF ADDITIONAL INFORMATION
     
          Part B of this Amendment is incorporated herein by
  reference to Part B Post-Effective Amendment No. 9 (under the
  Securities Act of 1933) of the Registration Statement, as filed
  with the Securities and Exchange Commission on February 4,
  1994.
      
                    PART C:  OTHER INFORMATION


  Note:   This Part C has been completed with respect to all
          portfolios of the Registrant.

  Item 24.     Financial Statements and Exhibits:

          (a)  Financial Statements:  None.

          (b)  Exhibits:
             *  (1) Copy of Articles of Incorporation;
             *      (i)  Copy of Amendment No. 1 to Articles of
                         Incorporation (dated March 1, 1993);
             *  (2) Copy of By-Laws;
                (3) Not applicable;
                (4) Copy of Specimen Certificate for Shares of
                    Capital Stock;
             *      (i)  Limited Term Fund - Fortress Shares;
             *     (ii)  Limited Term Municipal Fund - Fortress
                         Shares;
             *    (iii)  Limited Term Municipal Fund - Investment
                         Shares;
<PAGE>






             *     (iv)  Multi-State Municipal Income Fund;
             *      (v)  Limited Maturity Government Fund -
                         Select Shares;
             *     (vi)  Limited Term Fund - Investment Shares;
     
            **    (vii)  Strategic Income Fund - Form for all
                         Classes of Shares;
      
                (5) Copy of Investment Advisory Contract;
             *      (i)  Conformed Copy of Investment Advisory
                         Contract;
             *     (ii)  Conformed Copy of Exhibit B to
                         Investment Advisory Contract;
             *    (iii)  Form of Exhibit C to Investment Advisory
                         Contract;
             *     (iv)  Conformed Copy of Exhibit A to
                         Investment Advisory Contract;
             *      (v)  Conformed Copy of Exhibit D to
                         Investment Advisory Contract;
     
           ***     (vi)  Form of Exhibit E to Investment Advisory
                         Contract;
      
             *  (6) Copy of Distributor's Contract;
             *      (i)  Copy of Amendment to Distributor's
                         Contract;
             *     (ii)  Copy of Administrative Agreement;
     
            **    (iii)  Form of Exhibit F to Distributor's
                         Contract;
            **     (iv)  Form of Exhibit G to Distributor's
                         Contract;
            **      (v)  Form of Exhibit H to Distributor's
                         Contract;
            **     (vi)  Form of Exhibit I to Distributor's
                         Contract;
            **    (vii)  Form of Exhibit J to Distributor's
                         Contract;
      
                (7) Not applicable;
             *  (8) Copy of Custodian Agreement;
             *  (9) Conformed Copy of Transfer Agency and Service
                    Agreement;
             * (10) Copy of Opinion and Consent of Counsel as to
                    legality of shares being registered;
             * (11) Not applicable;
               (12) Not applicable;
             * (13) Copy of Initial Capital Understanding;
               (14) Form of Retirement Plan;
             * (15) (i)  Form of Distribution Plan;
             *     (ii)  Copy of 12b-1 Agreement;
             *    (iii)  Copy of Shareholder Services Plan;
             *     (vi)  Copy of Shareholder Services Agreement;
             *      (v)  Conformed Copy of Distribution Plan;
<PAGE>






             *     (vi)  Conformed Copy of Shareholder Services
                         Plan;
     
            **    (vii)  Form of Exhibit F to Distribution Plan;
            **   (viii)  Form of Exhibit G to Distribution Plan;
            **     (ix)  Form of Exhibit H to Distribution Plan;
            **      (x)  Form of Exhibit I to Distribution Plan;
            **     (xi)  Form of Exhibit F to Shareholder
                         Services Plan;
            **    (xii)  Form of Exhibit G to Shareholder
                         Services Plan;
            **   (xiii)  Form of Exhibit H to Shareholder
                         Services Plan;
            **    (xiv)  Form of Exhibit I to Shareholder
                         Services Plan;
            **     (xv)  Form of Exhibit J to Shareholder
                         Services Plan;
      
               (16) Not applicable;
             * (17) Powers of Attorney;
          ____________________

           *   Previously filed.
     
          **   Filed herewith.
          ***  To be filed by subsequent amendment.
      

  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 January 6, 1994 

  Shares of capital stock,
  ($0.001 per Share par value)

  Limited Maturity Government Fund -- Select Shares      7
  Limited Term Fund -- Fortress Shares                        
  295
  Limited Term Fund -- Investment Shares                   
  11,466
  Limited Term Municipal Fund -- Fortress Shares        97
  Limited Term Municipal Fund -- Investment Shares     426
  Multi-State Municipal Income Fund                            
  44
<PAGE>






  Item 27.     Indemnification:

          Response is incorporated by reference to Registrant's
          Pre-Effective Amendment No. 1 to Form N-1A filed
          December 19, 1991.  (File No. 33-43472) 

  Item 28.     Business and Other Connections of Investment
               Adviser:

          (a)  For a description of the other business of the
               Adviser, see the section entitled "Fixed Income
               Securities, Inc. Information -- Management of the
               Corporation" 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
               each Statement of Additional Information included
               in Part B of this Registration Statement under
               "Fixed Income Securities, Inc. Management --
               Officers and Directors."  The remaining Trustee of
               the investment adviser and his principal
               occupation is:  Mark D. Olson, Partner, Wilson,
               Halbrook & Bayard, 107 W. Market Street,
               Georgetown, Delaware 19947.

               The remaining Officers of the investment adviser
               are:  Mark L. Mallon, Executive Vice President;
               Henry J. Gailliot, Senior Vice President-
               Economist; Peter R. Anderson, William D.
               Dawson, III, J. Thomas Madden, Gary J. Madich and
               J. Alan Minteer, Senior Vice Presidents;
               Jonathan C. Conley, Deborah A. Cunningham, Mark E.
               Durbiano, Roger A. Early, Kathleen M. Foody-Malus,
               David C. Francis, Thomas M. Franks, Edward C.
               Gonzales, Jeff A. Kozemchak, John W. McGonigle,
               Gregory M. Melvin, Susan M. Nason, Mary Jo Ochson,
               Robert J. Ostrowski, Charles A. Ritter, and
               Christopher J. Wiles, Vice Presidents; Edward C.
               Gonzales, Treasurer, and John W. McGonigle,
               Secretary.  The business address of each of the
               Officers of the investment adviser is Federated
               Investors Tower, Pittsburgh, PA 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 under "Fixed Income
               Securities, Inc. Management -- The Funds."

  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 Tax-Free Money Fund;
               American Leaders Fund, Inc.; Annuity Management
               Series; Automated Cash Management Trust; Automated
<PAGE>






               Government Money Trust; BankSouth Select Funds;
               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; 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.; 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; 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; 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; 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.
<PAGE>






          (b)

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

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

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

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

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

          John B. Fisher          President-Institutional         --
          Federated Investors     Sales, Federated
          Tower                   Securities Corp.
          Pittsburgh, PA
          15222-3779

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

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






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

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

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

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

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

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

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

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

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






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

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

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

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

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

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

          R. Jeffery Niss         Vice President,                 --
          Federated Investors     Federated Securities
          Tower                   Corp.
          Pittsburgh, PA
          15222-3779

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

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






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

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

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

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

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

          Charles A. Robison      Vice President,                 --
          Federated Investors     Federated Securities
          Tower                   Corp.
          Pittsburgh, PA
          15222-3779

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

          Brian L. Sullivan       Vice President,                 --
          Federated Investors     Federated Securities
          Tower                   Corp.
          Pittsburgh, PA
          15222-3779

          Thomas E. Territ        Vice President,                 --
          Federated Investors     Federated Securities
          Tower                   Corp.
          Pittsburgh, PA
          15222-3779
<PAGE>






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

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

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

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

          Sharon M. Morgan        Assistant Vice                  --
          Federated Investors     President, Federated
          Tower                   Securities Corp.
          Pittsburgh, PA
          15222-3779

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

          (c)  Not applicable.

  Item 30.     Location of Accounts and Records:

          Response is incorporated by reference to Registrant's
          Pre-Effective Amendment No. 1 to Form N-1A filed
          December 19, 1991.  (File No. 33-43472) 

  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.
<PAGE>






          Registrant hereby undertakes to file a post-effective
          amendment on behalf of Strategic Income Fund, using
          financial statements which need not be certified,
          within four to six months from the effective date of
          Post-Effective Amendment No. 9 to Registrant's 1933 Act
          Registration Statement.

          Registrant hereby undertakes to furnish each person to
          whom a prospectus is delivered with 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
  certifies that it meets all of the requirements for
  effectiveness of this Registration Statement pursuant to Rule
  485(b) under the Securities Act of 1933 and has duly caused
  this Amendment to the Registration Statement to be signed on
  its behalf by the undersigned, thereunto duly authorized, in
  the City of Pittsburgh and Commonwealth of Pennsylvania, on the
  25th day of March, 1994.
      

  FIXED INCOME SECURITIES, INC.


  By:     /s/ Charles H. Field                 
     Charles H. Field
     Attorney in Fact for
     John F. Donahue, Chairman and Director


          Pursuant to the requirements of the Securities Act of
  1933, this Registration Statement has been signed by the
  following persons in the capacities and on the date indicated:

          NAME                           TITLE            DATE

             
          By:  /s/ Charles H. Field   
               Charles H. Field          Attorney In      March 25, 1994
                                         Fact
                                         for the
                                         Persons
                                         Listed Below


  NAME                                  TITLE

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






  Richard B. Fisher*                    President and Director

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

  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

  Wesley W. Posvar*                     Director

  Marjorie P. Smuts*                    Director

  _________________________

  * By Power of Attorney


                           EXHIBIT INDEX


  Exhibit No.       Description
     
  (4)     Copy of Specimen Certificate for Shares of Capital
          Stock;
         (vii) Strategic Income Fund - Form for all Classes of
               Shares;

  (6)      (iii) Form of Exhibit F to Distributor's Contract;
          (iv) Form of Exhibit G to Distributor's Contract;
           (v) Form of Exhibit H to Distributor's Contract;
          (vi) Form of Exhibit I to Distributor's Contract;
         (vii) Form of Exhibit J to Distributor's Contract;

  (15)        (vii) Form of Exhibit F to Distribution Plan;
        (viii) Form of Exhibit G to Distribution Plan;
          (ix) Form of Exhibit H to Distribution Plan;
           (x) Form of Exhibit I to Distribution Plan;
          (xi) Form of Exhibit F to Shareholder Services Plan;
         (xii) Form of Exhibit G to Shareholder Services Plan;
        (xiii) Form of Exhibit H to Shareholder Services Plan;
        (xiv)  Form of Exhibit I to Shareholder Services Plan;
<PAGE>






         (xv)  Form of Exhibit J to Shareholder Services Plan;
      
<PAGE>









                                                   Exhibit 4(vii)

                   FIXED INCOME SECURITIES, INC.

                       STRATEGIC INCOME FUND
                       ([CLASS NAME] SHARES)

  Number                                                   Shares
  ______                 P O R T F O L I O                 ______

       INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

     Account No.    Alpha Code               See Reverse Side For
                                              Certain Definitions


  THIS IS TO CERTIFY THAT                         is the owner of


                                              CUSIP______________


          Fully Paid and Non-Assessable [Class Name] Shares of
  Common Stock of                    the STRATEGIC INCOME FUND
  Portfolio of FIXED INCOME SECURITIES, INC., hereafter called
  the "Company," transferable on the books of the Company by the
  owner, in person or by duly authorized attorney, upon surrender
  of this Certificate properly endorsed.

          The shares represented hereby are issued and shall be
  held subject to the provisions of the Articles of Incorporation
  and By-Laws of the Company, and all amendments thereto, to all
  of which the holder by acceptance hereof assents.

          This Certificate is not valid unless countersigned by
  the Transfer Agent.

          IN WITNESS WHEREOF, the Company has caused this
  Certificate to be signed in its name by its proper officers and
  to be sealed with its Seal.

  Dated:           FIXED INCOME SECURITIES, INC.
                          Corporate Seal
                               1991
                             Maryland

  /s/ Edward C. Gonzales                /s/ John F. Donahue 
      Treasurer                              Chairman

                         Countersigned: Federated Services
                                        Company
                                          Transfer Agent
                         By:
                         Authorized Signature
<PAGE>






  The following abbreviations, when used in the inscription on
  the face of this Certificate, shall be construed as though they
  were written out in full according to applicable laws or
  regulations:
  TEN COM - as tenants in common
  TEN ENT - as tenants by the entirety
  JT  TEN -    as joint tenants with right of survivorship and
               not as tenants in common
  UNIF GIFT MIN ACT -    . . .Custodian. . . (Cust) (Minor) under
                         Uniform Gifts to Minors
                         Act..................
                                                    (State)

          Additional abbreviations may also be used though not in
  the above list.

          For value received__________ hereby sell, assign, and
  transfer unto 

  PLEASE INSERT SOCIAL SECURITY OR OTHER
     IDENTIFYING NUMBER OF ASSIGNEE
  ______________________________________

  ___________________________________________________________
  (Please print or typewrite name and address, including zip
  code, of assignee)

  ____________________________________________________________

  ____________________________________________________________

  ____________________________________________________________

  shares

  of common interest represented by the within Certificate, and

  do hereby irrevocably constitute and appoint

  ___________________

  _________________________________________________ Attorney to

  transfer the said shares on the books of the within named

  Company with full power of substitution in the premises.

  Dated____________________
     NOTICE:____________________________
     The signature to this assignment must correspond with the
     name as written upon the face of the certificate in every
     particular, without alteration or enlargement or any change
     whatever.
<PAGE>






         DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE


  Page One

  A. The Certificate is outlined by an colored one-half inch
     border.

  B. The number in the upper left-hand corner and the number of
     shares in the upper right-hand corner are outlined by
     octagonal boxes.

  C. The cusip number in the middle right-hand area of the page
     is boxed.

  D. The Massachusetts corporate seal appears in the bottom
     middle of the page.

  Page Two

  The social security number or other identifying number of the
  assignee appears in a box in the top-third upper-left area of
  the page.
<PAGE>









                                                   Exhibit 6(iii)

                             Exhibit F
                              to the
                      Distributor's Contract

                   FIXED INCOME SECURITIES, INC.

         Limited Maturity Government Fund - Select Shares

     The following provisions are hereby incorporated and made
  part of the Distributor's Contract dated the 24th day of
  December, 1991, between FIXED INCOME SECURITIES, INC. and
  Federated Securities Corp. with respect to Classes of the Funds
  set forth above.

     1.   The Corporation hereby appoints FSC to engage in
  activities principally intended to result in the sale of shares
  of the above-listed Classes ("Shares").  Pursuant to this
  appointment, FSC is authorized to select a group of brokers
  ("Brokers") to sell Shares at the current offering price
  thereof as described and set forth in the respective
  prospectuses of the Corporation.  In addition, FSC is
  authorized to select a group of administrators to render
  shareholder support services to the Corporation and its
  shareholders.

     2.   During the term of this Agreement, the Corporation will
  pay FSC for services pursuant to this Agreement, a monthly fee
  computed at the annual rate of .75 of 1% of the average
  aggregate net asset value of the Class C Shares of the
  Strategic Income Fund held during the month.  For the month in
  which this Agreement becomes effective or terminates, there
  shall be an appropriate proration of any fee payable on the
  basis of the number of days that the Agreement is in effect
  during the month.

     3.   FSC may from time-to-time and for such periods as it
  deems appropriate reduce its compensation to the extent any
  Classes' expenses exceed such lower expense limitation as FSC
  may, by notice to the Corporation, voluntarily declare to be
  effective.

     4.   FSC will enter into separate written agreements with
  various firms to provide certain of the services set forth in
  Paragraph 1 herein.  FSC, in its sole discretion, may pay
  Brokers a periodic fee in respect of Shares owned from time to
  time by their clients or customers.  The schedules of such fees
  and the basis upon which such fees will be paid shall be
  determined from time to time by FSC in its sole discretion.

     5.   FSC will prepare reports to the Board of Directors of
  the Corporation on a quarterly basis showing amounts expended
<PAGE>






  hereunder including amounts paid to Brokers and Administrators
  and the purpose for such payments.

     In consideration of the mutual covenants set forth in the
  Distributor's Contract dated December 24, 1991 between FIXED
  INCOME SECURITIES, INC. and Federated Securities Corp., FIXED
  INCOME SECURITIES, INC. executes and delivers this Exhibit on
  behalf of the Funds, and with respect to the separate Classes
  of Shares thereof, first set forth in this Exhibit.

     Witness the due execution hereof this 1st day of December,
  1993.

  ATTEST:                          FIXED INCOME SECURITIES, INC.


  ______________________           By:___________________________
  Secretary                                   President

  (SEAL)


  ATTEST:                          FEDERATED SECURITIES CORP.


  ______________________           By:___________________________
  Secretary                                  Executive Vice
  President

  (SEAL)
<PAGE>









                                                    Exhibit 6(iv)

                             Exhibit G
                              to the 
                      Distributor's Contract

                   FIXED INCOME SECURITIES, INC.

              Strategic Income Fund - Class A Shares


          In consideration of the mutual covenants set forth in
  the Distributor's Contract dated the 24th day of December,
  1991, between FIXED INCOME SECURITIES, INC. and Federated
  Securities Corp., FIXED INCOME SECURITIES, INC. executes and
  delivers this Exhibit on behalf of the Funds, and with respect
  to the separate Classes of Shares thereof, first set forth in
  this Exhibit. 
   
          Witness the due execution hereof this 1st day of March,
  1994. 
   
   
   
  ATTEST:                     FIXED INCOME SECURITIES, INC.


  _________________________   By: ____________________________
  Secretary                           President
   
  (SEAL) 

   
  ATTEST:                     FEDERATED SECURITIES CORP. 


  _________________________   By: ____________________________
  Secretary                           Executive Vice President

  (SEAL)
<PAGE>









                                                     Exhibit 6(v)

                             Exhibit H
                              to the
                      Distributor's Contract

                   FIXED INCOME SECURITIES, INC.

              Strategic Income Fund - Class C Shares

     The following provisions are hereby incorporated and made
  part of the Distributor's Contract dated the 24th day of
  December, 1991, between FIXED INCOME SECURITIES, INC. and
  Federated Securities Corp. with respect to Classes of the Funds
  set forth above.

     1.   The Corporation hereby appoints FSC to engage in
  activities principally intended to result in the sale of shares
  of the above-listed Classes ("Shares").  Pursuant to this
  appointment, FSC is authorized to select a group of brokers
  ("Brokers") to sell Shares at the current offering price
  thereof as described and set forth in the respective
  prospectuses of the Corporation.  In addition, FSC is
  authorized to select a group of administrators to render
  shareholder support services to the Corporation and its
  shareholders.

     2.   During the term of this Agreement, the Corporation will
  pay FSC for services pursuant to this Agreement, a monthly fee
  computed at the annual rate of .75 of 1% of the average
  aggregate net asset value of the Class C Shares of the
  Strategic Income Fund held during the month.  For the month in
  which this Agreement becomes effective or terminates, there
  shall be an appropriate proration of any fee payable on the
  basis of the number of days that the Agreement is in effect
  during the month.

     3.   FSC may from time-to-time and for such periods as it
  deems appropriate reduce its compensation to the extent any
  Classes' expenses exceed such lower expense limitation as FSC
  may, by notice to the Corporation, voluntarily declare to be
  effective.

     4.   FSC will enter into separate written agreements with
  various firms to provide certain of the services set forth in
  Paragraph 1 herein.  FSC, in its sole discretion, may pay
  Brokers a periodic fee in respect of Shares owned from time to
  time by their clients or customers.  The schedules of such fees
  and the basis upon which such fees will be paid shall be
  determined from time to time by FSC in its sole discretion.

     5.   FSC will prepare reports to the Board of Directors of
  the Corporation on a quarterly basis showing amounts expended
<PAGE>






  hereunder including amounts paid to Brokers and Administrators
  and the purpose for such payments.

     In consideration of the mutual covenants set forth in the
  Distributor's Contract dated December 24, 1991 between FIXED
  INCOME SECURITIES, INC. and Federated Securities Corp., FIXED
  INCOME SECURITIES, INC. executes and delivers this Exhibit on
  behalf of the Funds, and with respect to the separate Classes
  of Shares thereof, first set forth in this Exhibit.

     Witness the due execution hereof this 1st day of March,
  1994.

  ATTEST:                          FIXED INCOME SECURITIES, INC.


  ______________________           By:___________________________
  Secretary                                   President

  (SEAL)


  ATTEST:                          FEDERATED SECURITIES CORP.


  ______________________           By:___________________________
  Secretary                                  Executive Vice
  President

  (SEAL)
<PAGE>









                                                    Exhibit 6(vi)

                             Exhibit I
                              to the
                      Distributor's Contract

                   FIXED INCOME SECURITIES, INC.

              Strategic Income Fund - Fortress Shares

     The following provisions are hereby incorporated and made
  part of the Distributor's Contract dated the 24th day of
  December, 1991, between FIXED INCOME SECURITIES, INC. and
  Federated Securities Corp. with respect to Classes of the Funds
  set forth above.

     1.   The Corporation hereby appoints FSC to engage in
  activities principally intended to result in the sale of shares
  of the above-listed Classes ("Shares").  Pursuant to this
  appointment, FSC is authorized to select a group of brokers
  ("Brokers") to sell Shares at the current offering price
  thereof as described and set forth in the respective
  prospectuses of the Corporation.  In addition, FSC is
  authorized to select a group of administrators to render
  shareholder support services to the Corporation and its
  shareholders.

     2.   During the term of this Agreement, the Corporation will
  pay FSC for services pursuant to this Agreement, a monthly fee
  computed at the annual rate of .50 of 1% of the average
  aggregate net asset value of the Class C Shares of the
  Strategic Income Fund held during the month.  For the month in
  which this Agreement becomes effective or terminates, there
  shall be an appropriate proration of any fee payable on the
  basis of the number of days that the Agreement is in effect
  during the month.

     3.   FSC may from time-to-time and for such periods as it
  deems appropriate reduce its compensation to the extent any
  Classes' expenses exceed such lower expense limitation as FSC
  may, by notice to the Corporation, voluntarily declare to be
  effective.

     4.   FSC will enter into separate written agreements with
  various firms to provide certain of the services set forth in
  Paragraph 1 herein.  FSC, in its sole discretion, may pay
  Brokers a periodic fee in respect of Shares owned from time to
  time by their clients or customers.  The schedules of such fees
  and the basis upon which such fees will be paid shall be
  determined from time to time by FSC in its sole discretion.

     5.   FSC will prepare reports to the Board of Directors of
  the Corporation on a quarterly basis showing amounts expended
<PAGE>






  hereunder including amounts paid to Brokers and Administrators
  and the purpose for such payments.

     In consideration of the mutual covenants set forth in the
  Distributor's Contract dated December 24, 1991 between FIXED
  INCOME SECURITIES, INC. and Federated Securities Corp., FIXED
  INCOME SECURITIES, INC. executes and delivers this Exhibit on
  behalf of the Funds, and with respect to the separate Classes
  of Shares thereof, first set forth in this Exhibit.

     Witness the due execution hereof this 1st day of March,
  1994.

  ATTEST:                          FIXED INCOME SECURITIES, INC.


  ______________________           By:___________________________
  Secretary                                   President

  (SEAL)


  ATTEST:                          FEDERATED SECURITIES CORP.


  ______________________           By:___________________________
  Secretary                                  Executive Vice
  President

  (SEAL)
<PAGE>









                                                   Exhibit 6(vii)

                             Exhibit J
                              to the
                      Distributor's Contract

                   FIXED INCOME SECURITIES, INC.

               Strategic Income Fund - Select Shares

     The following provisions are hereby incorporated and made
  part of the Distributor's Contract dated the 24th day of
  December, 1991, between FIXED INCOME SECURITIES, INC. and
  Federated Securities Corp. with respect to Classes of the Funds
  set forth above.

     1.   The Corporation hereby appoints FSC to engage in
  activities principally intended to result in the sale of shares
  of the above-listed Classes ("Shares").  Pursuant to this
  appointment, FSC is authorized to select a group of brokers
  ("Brokers") to sell Shares at the current offering price
  thereof as described and set forth in the respective
  prospectuses of the Corporation.  In addition, FSC is
  authorized to select a group of administrators to render
  shareholder support services to the Corporation and its
  shareholders.

     2.   During the term of this Agreement, the Corporation will
  pay FSC for services pursuant to this Agreement, a monthly fee
  computed at the annual rate of .75 of 1% of the average
  aggregate net asset value of the Class C Shares of the
  Strategic Income Fund held during the month.  For the month in
  which this Agreement becomes effective or terminates, there
  shall be an appropriate proration of any fee payable on the
  basis of the number of days that the Agreement is in effect
  during the month.

     3.   FSC may from time-to-time and for such periods as it
  deems appropriate reduce its compensation to the extent any
  Classes' expenses exceed such lower expense limitation as FSC
  may, by notice to the Corporation, voluntarily declare to be
  effective.

     4.   FSC will enter into separate written agreements with
  various firms to provide certain of the services set forth in
  Paragraph 1 herein.  FSC, in its sole discretion, may pay
  Brokers a periodic fee in respect of Shares owned from time to
  time by their clients or customers.  The schedules of such fees
  and the basis upon which such fees will be paid shall be
  determined from time to time by FSC in its sole discretion.

     5.   FSC will prepare reports to the Board of Directors of
  the Corporation on a quarterly basis showing amounts expended
<PAGE>






  hereunder including amounts paid to Brokers and Administrators
  and the purpose for such payments.

     In consideration of the mutual covenants set forth in the
  Distributor's Contract dated December 24, 1991 between FIXED
  INCOME SECURITIES, INC. and Federated Securities Corp., FIXED
  INCOME SECURITIES, INC. executes and delivers this Exhibit on
  behalf of the Funds, and with respect to the separate Classes
  of Shares thereof, first set forth in this Exhibit.

     Witness the due execution hereof this 1st day of March,
  1994.

  ATTEST:                          FIXED INCOME SECURITIES, INC.


  ______________________           By:___________________________
  Secretary                                   President

  (SEAL)


  ATTEST:                          FEDERATED SECURITIES CORP.


  ______________________           By:___________________________
  Secretary                                  Executive Vice
  President

  (SEAL)
<PAGE>









                                                  Exhibit 15(vii)

                            EXHIBIT F 
                        to the 12b-1 Plan 
   
                   Fixed Income Securities, Inc.

         Limited Maturity Government Fund - Select Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, FSC will be paid a monthly fee computed at the
  annual rate of .75 of 1% of the average aggregate net asset
  value of the Select Shares of Limited Maturity Government Fund
  held during the month.

          Witness the due execution hereof this 1st day of
  December, 1993.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                 Exhibit 15(viii)

                            EXHIBIT G 
                        to the 12b-1 Plan 
   
                   Fixed Income Securities, Inc.

              Strategic Income Fund - Class C Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, FSC will be paid a monthly fee computed at the
  annual rate of .75 of 1% of the average aggregate net asset
  value of the Class C Shares of Strategic Income Fund held
  during the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                   Exhibit 15(ix)

                            EXHIBIT H 
                        to the 12b-1 Plan 
   
                   Fixed Income Securities, Inc.

              Strategic Income Fund - Fortress Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, FSC will be paid a monthly fee computed at the
  annual rate of .50 of 1% of the average aggregate net asset
  value of the Fortress Shares of Strategic Income Fund held
  during the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                    Exhibit 15(x)

                            EXHIBIT I 
                        to the 12b-1 Plan 
   
                   Fixed Income Securities, Inc.

               Strategic Income Fund - Select Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, FSC will be paid a monthly fee computed at the
  annual rate of .75 of 1% of the average aggregate net asset
  value of the Select Shares of Strategic Income Fund held during
  the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                   Exhibit 15(xi)

                            EXHIBIT F 
                              to the
                    Shareholder Services Plan 
   
                   Fixed Income Securities, Inc.

         Limited Maturity Government Fund - Select Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, Providers will be paid a monthly fee computed at the
  annual rate of .25 of 1% of the average aggregate net asset
  value of the Select Shares of Limited Maturity Government Fund
  held during the month.

          Witness the due execution hereof this 1st day of
  December, 1993.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                  Exhibit 15(xii)

                            EXHIBIT G 
                              to the
                    Shareholder Services Plan 
   
                   Fixed Income Securities, Inc.

              Strategic Income Fund - Class C Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, Providers will be paid a monthly fee computed at the
  annual rate of .25 of 1% of the average aggregate net asset
  value of the Class C Shares of Strategic Income Fund held
  during the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                 Exhibit 15(xiii)

                            EXHIBIT H 
                              to the
                    Shareholder Services Plan 
   
                   Fixed Income Securities, Inc.

              Strategic Income Fund - Fortress Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, Providers will be paid a monthly fee computed at the
  annual rate of .25 of 1% of the average aggregate net asset
  value of the Fortress Shares of Strategic Income Fund held
  during the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                  Exhibit 15(xiv)

                            EXHIBIT I 
                              to the
                    Shareholder Services Plan 
   
                   Fixed Income Securities, Inc.

               Strategic Income Fund - Select Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, Providers will be paid a monthly fee computed at the
  annual rate of .25 of 1% of the average aggregate net asset
  value of the Select Shares of Strategic Income Fund held during
  the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>









                                                   Exhibit 15(xv)

                            EXHIBIT J 
                              to the
                    Shareholder Services Plan 
   
                   Fixed Income Securities, Inc.

              Strategic Income Fund - Class A Shares


          This Plan is adopted by Fixed Income Securities, Inc.
  with respect to the Class of Shares of the Portfolio of the
  Corporation set forth above.

          In compensation for the services provided pursuant to
  this Plan, Providers will be paid a monthly fee computed at the
  annual rate of .25 of 1% of the average aggregate net asset
  value of the Class A Shares of Strategic Income Fund held
  during the month.

          Witness the due execution hereof this 1st day of March,
  1994.

                              FIXED INCOME SECURITIES, INC. 
   
   
                              By: _____________________________
                                        President
<PAGE>


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