TRUST FOR SHORT TERM U S GOVERNMENT SECURITIES
485BPOS, 1996-01-25
Previous: SAFEWAY INC, 8-K, 1996-01-25
Next: SOUTHERN ACCEPTANCE CORP, PREM14A, 1996-01-25




                                   1933 Act File No. 2-54929
                                   1940 Act File No. 811-2602

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        X

   Pre-Effective Amendment No.          ..........

   Post-Effective Amendment No.   54   ...........        X

                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.   25   ..........................        X

               TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
              (Exact Name of Registrant as Specified in Charter)

        Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                   (Address of Principal Executive Offices)
                                (412) 288-1900
                       (Registrant's Telephone Number)

                         John W. McGonigle, Esquire,
                          Federated Investors Tower,
                     Pittsburgh, Pennsylvania 15222-3779
                   (Name and Address of Agent for Service)
It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
 X  on January 31, 1996 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i)
    75 days after filing pursuant to paragraph (a) (ii)
- ---
    on                 pursuant to paragraph (a) (ii) of Rule 485.
- ---    ---------------


Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24e-2 under the Investment Company Act of 1940, and:

 X  filed the Notice required by that Rule on January 16, 1996; or
    intends to file the Notice required by that Rule on or about             ;
                                                                 ------------
   or
    during the most recent fiscal year did not sell any securities pursuant to
 Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.



CROSS REFERENCE SHEET


   This Amendment to the Registration Statement of TRUST FOR SHORT-TERM U.S.
GOVERNMENT SECURITIES is comprised of the following:

PART A.  INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)
Item 1.   Cover Page...............Cover Page.
Item 2.   Synopsis.................Summary of Trust Expenses.
Item 3.   Condensed Financial
           Information.............Financial Highlights; Performance
                                   Information; Financial Statements.
Item 4.   General Description of
           Registrant..............General Information; Investment
                                   Information; Investment Objective;
                                   Investment Policies; Investment
                                   Limitations.
 .
Item 5.   Management of the Fund...Trust Information; Management of the Trust;
                                   Distribution of Shares; Administration of
                                   the Trust.
Item 6.   Capital Stock and Other
           Securities..............Dividends; Capital Gains; Shareholder
                                   Information; Voting Rights; Tax
                                   Information; Federal Income Tax.
Item 7.   Purchase of Securities Being
           Offered.................How to Purchase Shares; Subaccounting
                                   Services; Certificates and Confirmations;
                                   Net Asset Value.

Item 8.   Redemption or Repurchase.How to Redeem Shares; Redeeming Shares By
                                   Mail; Redeeming Shares By Telephone;
                                   Accounts With Low Balances.

Item 9.   Pending Legal Proceedings     None.


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

Item 10.  Cover Page...............Cover Page.
Item 11.  Table of Contents........Table of Contents.
Item 12.  General Information and
           History.................Not applicable.
Item 13.  Investment Objectives and
           Policies................Investment Policies; Acceptable
                                   Investments; Investment Limitations.
Item 14.  Management of the Fund...Trust for Short-Term U.S. Government
                                   Securities Management.
Item 15.  Control Persons and Principal
           Holders of Securities...Not applicable.
Item 16.  Investment Advisory and Other
           Services................Investment Advisory Services; Trust
                                   Administration; Custodian and Portfolio
                                   Recordkeeper; Transfer Agent; Independent
                                   Auditors;Sharesholfer Services Agreement.
transShareholder Services Plan.
Item 17.  Brokerage Allocation.....Brokerage Transactions.
Item 18.  Capital Stock and Other
           Securities..............Not applicable.
Item 19.  Purchase, Redemption and
           Pricing of Securities Being
           Offered.................Determining Net Asset Value.
Item 20.  Tax Status...............The Trust's Tax Status.
Item 21.  Underwriters.............Not applicable.
Item 22.  Calculations of Performance
           Data....................Performance Information; Yield; Effective
                                   Yield; Total Return; Performance
                                   Comparisons.
Item 23.  Financial Statements.....Filed in Part A.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
PROSPECTUS

The shares of Trust for Short-Term U.S. Government Securities (the "Trust")
offered by this prospectus represent interests in an open-end, diversified
management investment company (a mutual fund). The Trust invests in short-term
U.S. government securities to achieve high current income consistent with
stability of principal and liquidity.

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

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

The Trust has also filed a Statement of Additional Information dated January 31,
1996, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Trust, contact the Trust at the address
listed in the back of this prospectus.

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

Prospectus dated January 31, 1996

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

SUMMARY OF TRUST EXPENSES                                                      1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
  Investment Limitations                                                       4

TRUST INFORMATION                                                              5
- ------------------------------------------------------

  Management of the Trust                                                      5
  Distribution of Shares                                                       6
  Administration of the Trust                                                  6
NET ASSET VALUE                                                                6
- ------------------------------------------------------

HOW TO PURCHASE SHARES                                                         7
- ------------------------------------------------------

HOW TO REDEEM SHARES                                                           8
- ------------------------------------------------------

ACCOUNT AND SHARE INFORMATION                                                  9
- ------------------------------------------------------

TAX INFORMATION                                                                9
- ------------------------------------------------------

  Federal Income Tax                                                           9
  State and Local Taxes                                                       10

PERFORMANCE INFORMATION                                                       10
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          11
- ------------------------------------------------------

INDEPENDENT AUDITORS' REPORT                                                  19
- ------------------------------------------------------

ADDRESSES                                                                     20
- ------------------------------------------------------


SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------

                        SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S>                                                                             <C>     <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)........   None
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)................................................   None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)..............................   None
Redemption Fee (as a percentage of amount redeemed, if applicable)...................   None
Exchange Fee.........................................................................   None
</TABLE>


                        ANNUAL TRUST OPERATING EXPENSES
                    (As a percentage of average net assets)
<TABLE>
<S>                                                                             <C>     <C>
Management Fee (after waiver)(1).....................................................   0.28%
12b-1 Fee............................................................................   None
Total Other Expenses.................................................................   0.17%
     Shareholder Services Fee (after waiver)(2)..............................   0.05%
          Total Operating Expenses(3)................................................   0.45%
</TABLE>


(1) The management fee has been reduced to reflect the waiver of a portion of
the management fee. The maximum management fee is 0.40%.

(2) The shareholder services fee has been reduced to reflect the voluntary
waiver of a portion of the shareholder services fee. The shareholder service
provider can terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.

(3) The total operating expenses would have been 0.77% absent the waivers of
portions of the management fee and the shareholder services fee.

     The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Trust will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Trust Information." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
                   EXAMPLE                       1 year      3 years      5 years      10 years
- ----------------------------------------------   -------     --------     --------     ---------
<S>                                              <C>         <C>          <C>          <C>
You would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual
  return and (2) redemption at the end of each
time period...................................     $5          $14          $25           $57
</TABLE>


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


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

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

Reference is made to the Independent Auditors' Report on page 19.
<TABLE>
<CAPTION>
                                                             YEAR ENDED NOVEMBER 30,
                -----------------------------------------------------------------------------------------------------------------
                1995        1994        1993        1992        1991        1990        1989        1988        1987        1986
                -----       -----       -----       -----       -----       -----       -----       -----       -----       -----
<S>             <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET
  VALUE,
BEGINNING OF
PERIOD          $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00
- ------------
INCOME FROM
  INVESTMENT
OPERATIONS
- ------------
 Net
  investment
income           0.06        0.04        0.03        0.04        0.06        0.08        0.09        0.07        0.06        0.06
- ------------
LESS
DISTRIBUTIONS
- ------------
 Distributions
 from net
 investment
 income         (0.06)      (0.04)      (0.03)      (0.04)      (0.06)      (0.08)      (0.09)      (0.07)      (0.06)      (0.06)
- ------------      ---         ---         ---         ---         ---         ---         ---         ---         ---         ---
NET ASSET
  VALUE, END
OF PERIOD       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00       $1.00
- ------------      ---         ---         ---         ---         ---         ---         ---         ---         ---         ---
TOTAL RETURN
  (A)            5.63%       3.70%       2.87%       3.72%       6.10%       8.08%       9.01%       7.05%       6.09%       6.59%
- ------------
RATIOS TO
  AVERAGE
NET ASSETS
- ------------
 Expenses        0.45%       0.45%       0.45%       0.45%       0.46%       0.45%       0.45%       0.45%       0.45%       0.45%
- ------------
 Net
 investment
 income          5.47%       3.55%       2.82%       3.68%       5.99%       7.79%       8.65%       6.79%       5.90%       6.39%
- ------------
SUPPLEMENTAL
 DATA
- ------------
 Net assets,
 end of
 period (000
 omitted)     $952,757  $1,184,269  $1,730,402  $2,358,748  $2,802,108  $3,603,455  $3,852,650  $3,993,621  $5,148,285  $5,866,222
- ------------
</TABLE>


(a) Based on net asset value, which does not reflect the sales charge or
    contingent deferred sales charge, if applicable.

(See Notes which are an integral part of the Financial Statements)


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated October 30, 1975. The Fund is designed for institutional
investors, such as banks, fiduciaries, custodians of public funds, and similar
institutional investors, such as corporations, unions, hospitals, insurance
companies, and municipalities, as a convenient means of accumulating an interest
in a professionally managed, diversified portfolio investing only in short-term
U.S. government securities. A minimum initial investment of $25,000 within a
90-day period is required.

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

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Trust pursues its investment objective by investing only in a portfolio of
U.S. government securities maturing in one year or less. As a matter of
operating policy, which may be changed without shareholder approval, the Trust
will limit the average maturity of its portfolio to 90 days or less, in order to
meet regulatory requirements.

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

     - direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
       notes, and bonds; and

     - notes, bonds, and discount notes of U.S. government agencies or
       instrumentalities, such as the: Farm Credit System, including the
       National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Farmers Home Administration; Federal Home Loan Banks;
       Federal Home Loan Mortgage Corporation; Federal National Mortgage
       Association; Government
       National Mortgage Association; and Student Loan Marketing Association.


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

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

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

     - the credit of the agency or instrumentality.

The Trust may attempt to increase yield by trading portfolio securities to take
advantage of short-term market variations.

REPURCHASE AGREEMENTS.  Certain securities in which the Trust invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell securities to the Trust and agree at the time of sale to
repurchase them at a mutually agreed upon time and price. To the extent that the
seller does not repurchase the securities from the Trust, the Trust could
receive less than the repurchase price on any sale of such securities.

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

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

INVESTMENT LIMITATIONS

The Trust will not borrow money except, under certain circumstances, the Trust
may borrow up to one-third of the value of its total assets.

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

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


TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

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

     ADVISORY FEES.  The adviser receives an annual investment advisory fee
     equal to .40 of 1% of the Trust's average daily net assets. The adviser has
     undertaken to reimburse the Trust up to the amount of the advisory fee for
     operating expenses in excess of limitations established by certain states.
     In addition, under the investment advisory contract, the adviser will waive
     the amount, limited to the amount of the advisory fee, by which the Trust's
     aggregate annual operating expenses, including the investment advisory fee
     but excluding interest, taxes, brokerage commissions, insurance premiums,
     expenses of registering and qualifying the Trust and its shares under
     federal and state laws and regulations, expenses of withholding taxes, and
     extraordinary expenses exceed .45 of 1% of its average daily net assets.

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

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

     Both the Trust and the adviser have adopted strict codes of ethics
     governing the conduct of all employees who manage the Trust and its
     portfolio securities. These codes recognize that such persons owe a
     fiduciary duty to the Trust's shareholders and must place the interests of
     shareholders ahead of the employees' own interests. Among other things, the
     codes: require preclearance and periodic reporting of personal securities
     transactions; prohibit personal transac-


     tions in securities being purchased or sold, or being considered for
     purchase or sale, by the Trust; prohibit purchasing securities in initial
     public offerings; and prohibit taking profits on securities held for less
     than sixty days. Violations of the codes are subject to review by the
     Trustees, and could result in severe penalties.

DISTRIBUTION OF SHARES

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

SHAREHOLDER SERVICES.  The Trust has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Trust will make payments up to .25 of 1% of the
average daily net asset value of the shares, computed at an annual rate, to
obtain certain personal services for shareholders and to provide the maintenance
of shareholder accounts (shareholder services). From time to time and for such
periods as deemed appropriate, the amount stated above may be reduced
voluntarily. Federated Shareholder Services will either perform shareholder
services directly or will select financial institutions to perform shareholder
services. Financial institutions will receive fees based upon shares owned by
their clients or customers. The schedules of such fees and the basis upon which
such fees will be paid will be determined from time to time by the Trust and
Federated Shareholder Services.

ADMINISTRATION OF THE TRUST

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Trust.
Federated Administrative Services provides these at an annual rate as specified
below:
<TABLE>
<CAPTION>
                                                    AVERAGE AGGREGATE
                    MAXIMUM FEE                      DAILY NET ASSETS
          --------------------------------   --------------------------------
          <S>                                <C>
                     .15 of 1%                  on the first $250 million
                     .125 of 1%                  on the next $250 million
                     .10 of 1%                   on the next $250 million
                                               on assets in excess of $750
                     .075 of 1%                          million
</TABLE>


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

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

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


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

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased either by wire or by
check. The Trust reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Trust. Financial institutions may impose different minimum investment
requirements on their customers.

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

PURCHASING SHARES BY CHECK.  Shares may be purchased by sending a check to:
Federated Services Company, P.O. Box 8600, Boston, MA 02266-8600. The check
should be made payable to Trust for Short-Term U.S. Government Securities.
Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received), and
shares begin earning dividends the next day.

AUTOMATIC INVESTMENTS.  Investors may establish accounts with their financial
institutions to have cash accumulations automatically invested in the Trust. The
investments may be made on predetermined dates or when the investor's account
reaches a certain level. Participating financial institutions are responsible
for prompt transmission of orders relating to the program, and they may charge
for their services. Investors should read this prospectus along with the
financial institution's agreement or literature describing these services and
fees.

SUBACCOUNTING SERVICES.  Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be


related to the ownership of Trust shares. This prospectus should, therefore, be
read together with any agreement between the customer and the financial
institution with regard to the services provided, the fees charged for those
services, and any restrictions and limitations imposed. State securities laws
may require certain financial institutions such as depository institutions to
register as dealers.

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

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

REDEEMING SHARES BY TELEPHONE.  Redemptions in minimum amounts of $5,000 may be
made by calling the Trust provided the Trust has a properly completed
authorization form. These forms can be obtained from Federated Securities Corp.
Proceeds from redemption requests received before 3:00 p.m. (Eastern time) will
be wired the same day to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System, but will not include that day's
dividend. Proceeds from redemption requests received after that time include
that day's dividend but will be wired the following business day. Proceeds from
redemption requests received on holidays when wire transfers are restricted will
be wired the following business day. Questions about telephone redemptions on
days when wire transfers are restricted should be directed to your shareholder
services representative at the telephone number listed on your account
statement.

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

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

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

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

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Trust or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose


deposits are insured by an organization which is administered by the Federal
Deposit Insurance Corporation; a member firm of a domestic stock exchange; or
any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934. The Trust does not accept signatures guaranteed by a
notary public.

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

DIVIDENDS.  Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Trust
unless cash payments are requested by writing to the Trust. Shares purchased by
wire before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

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

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

ACCOUNTS WITH LOW BALANCES.  Due to the high cost of maintaining accounts with
low balances, the Trust may redeem shares in any account and pay the proceeds to
the shareholder if the account balance falls below a required minimum value of
$25,000 due to shareholder redemptions. Before shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional shares to meet the minimum requirement.

VOTING RIGHTS.  Each share of the Trust gives the shareholder one vote in
Trustee elections and other matters submitted to shareholders for vote. The
Trust is not required to hold annual shareholder meetings. Shareholder approval
will be sought only for certain changes in the Trust's operation and for
election of Trustees under certain circumstances.

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

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

FEDERAL INCOME TAX

The Trust will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.


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

STATE AND LOCAL TAXES

In the opinion of Houston, Houston, & Donnelly, counsel to the Trust, Trust
shares may be subject to personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania to the extent that the
portfolio securities in the Trust would be subject to such taxes if owned
directly by residents of those jurisdictions.

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

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

From time to time, the Trust advertises its total return, yield, and effective
yield.

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

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

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


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

PORTFOLIO OF INVESTMENTS
NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                               VALUE
- ------------       ---------------------------------------------------------------   ------------
<C>          <C>   <S>                                                               <C>
SHORT-TERM GOVERNMENT OBLIGATIONS--44.2%
- ----------------------------------------------------------------------------------
                   FEDERAL FARM CREDIT BANK NOTES--0.6%
                   ---------------------------------------------------------------
$  6,000,000       5.40%, 12/2/1996                                                  $  5,990,156
                   ---------------------------------------------------------------   ------------
               (a) FEDERAL FARM CREDIT BANK, DISCOUNT NOTES--4.4%
                   ---------------------------------------------------------------
  41,845,000       5.51%-6.38%, 1/22/1996-2/23/1996                                    41,359,566
                   ---------------------------------------------------------------   ------------
                   FEDERAL HOME LOAN BANK NOTES--3.6%
                   ---------------------------------------------------------------
  34,200,000       6.015%-6.85%, 2/28/1996-6/13/1996                                   34,215,134
                   ---------------------------------------------------------------   ------------
               (a) FEDERAL HOME LOAN BANK, DISCOUNT NOTES--26.7%
                   ---------------------------------------------------------------
 257,600,000       5.40%-6.10%, 12/4/1995-5/2/1996                                    254,784,250
                   ---------------------------------------------------------------   ------------
               (b) FEDERAL HOME LOAN BANK, FLOATING RATE NOTES--5.4%
                   ---------------------------------------------------------------
  51,000,000       5.665%-5.74%, 12/1/1995                                             50,978,481
                   ---------------------------------------------------------------   ------------
                   STUDENT LOAN MARKETING ASSOCIATION NOTES--0.6%
                   ---------------------------------------------------------------
   6,000,000       6.943%, 2/21/1996                                                    6,002,340
                   ---------------------------------------------------------------   ------------
               (b) STUDENT LOAN MARKETING ASSOCIATION, FLOATING RATE NOTES--2.9%
                   ---------------------------------------------------------------
  28,000,000       5.63%-5.73%, 12/5/1995                                              27,992,962
                   ---------------------------------------------------------------   ------------
                   TOTAL SHORT-TERM GOVERNMENT OBLIGATIONS                            421,322,889
                   ---------------------------------------------------------------   ------------
SHORT-TERM U.S. TREASURY OBLIGATIONS--3.2%
- ----------------------------------------------------------------------------------
               (a) U.S. TREASURY BILLS--2.1%
                   ---------------------------------------------------------------
  20,600,000       5.27%-5.45%, 5/16/1996-6/27/1996                                    20,033,260
                   ---------------------------------------------------------------   ------------
                   U.S. TREASURY NOTES--1.1%
                   ---------------------------------------------------------------
  10,000,000       7.75%, 3/31/1996                                                    10,068,091
                   ---------------------------------------------------------------   ------------
                   TOTAL SHORT-TERM U.S. TREASURY OBLIGATIONS                          30,101,351
                   ---------------------------------------------------------------   ------------
                   TOTAL SHORT-TERM OBLIGATIONS                                       451,424,240
                   ---------------------------------------------------------------   ------------
(C) REPURCHASE AGREEMENTS--53.6%
- ----------------------------------------------------------------------------------
  45,000,000       BT Securities, Inc., 5.92%, dated 11/30/1995, due 12/1/1995         45,000,000
                   ---------------------------------------------------------------
  10,200,000       Barclays de Zoete Wedd Securities, Inc., 5.93%, dated
                   11/30/1995, due 12/1/1995                                           10,200,000
                   ---------------------------------------------------------------
</TABLE>



TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                                               VALUE
- ------------       ---------------------------------------------------------------   ------------
<C>          <C>   <S>                                                               <C>
(C) REPURCHASE AGREEMENTS--CONTINUED
- ----------------------------------------------------------------------------------
$ 45,000,000       Deutsche Bank Government Securities, Inc., 5.93%, dated
                   11/30/1995, due 12/1/1995                                         $ 45,000,000
                   ---------------------------------------------------------------
  40,000,000       Fuji Securities, Inc., 5.93%, dated 11/30/1995, due 12/1/1995       40,000,000
                   ---------------------------------------------------------------
  50,000,000       Goldman Sachs & Co., 6.00%, dated 11/30/1995, due 12/1/1995         50,000,000
                   ---------------------------------------------------------------
  45,000,000       HSBC Securities, Inc., 5.93%, dated 11/30/1995, due 12/1/1995       45,000,000
                   ---------------------------------------------------------------
  30,000,000       Harris-Nesbitt, Thomson Securities, Inc., 5.93%, dated
                   11/30/1995, due 12/1/1995                                           30,000,000
                   ---------------------------------------------------------------
  45,000,000       NationsBank of North Carolina, 5.92%, dated 11/30/1995, due
                   12/1/1995                                                           45,000,000
                   ---------------------------------------------------------------
 100,000,000       PaineWebber, Inc., 5.93%, dated 11/30/1995, due 12/1/1995          100,000,000
                   ---------------------------------------------------------------
  45,000,000       SBC Capital Markets, 5.92%, dated 11/30/1995, due 12/1/1995         45,000,000
                   ---------------------------------------------------------------
  45,000,000       UBS Securities, Inc., 5.92%, dated 11/30/1995, due 12/1/1995        45,000,000
                   ---------------------------------------------------------------
  11,000,000   (d) Donaldson, Lufkin & Jenrette Securities Corp., 5.70%, dated
                   10/18/1995, due 12/18/1995                                          11,000,000
                   ---------------------------------------------------------------   ------------
                   TOTAL REPURCHASE AGREEMENTS                                        511,200,000
                   ---------------------------------------------------------------   ------------
                   TOTAL INVESTMENTS (AT AMORTIZED COST)(E)                          $962,624,240
                   ---------------------------------------------------------------   ------------
</TABLE>


(a) Each issue shows the rate of discount at the time of purchase.

(b) Denotes variable rate obligations for which current rates and next reset
    dates are shown.

(c) The repurchase agreements are fully collateralized by U.S. government and/or
    agency obligations based on market prices at the date of the portfolio. The
    investments in the repurchase agreements are through participation in a
    joint account with other Federated funds.

(d) Although final maturity falls beyond seven days, a liquidity feature is
    included in each transaction to permit termination of the repurchase
    agreement within seven days if the creditworthiness of the issuer is
    downgraded.

(e) Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($952,757,174) at November 30, 1995.

(See Notes which are an integral part of the Financial Statements)


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                               <C>              <C>
ASSETS:
- ------------------------------------------------------------------------------
Investments in repurchase agreements                              $511,200,000
- --------------------------------------------------------------
Investments in securities                                          451,424,240
- --------------------------------------------------------------    ------------
Total investments in securities, at amortized cost and value                       $962,624,240
- ------------------------------------------------------------------------------
Cash                                                                                    140,321
- ------------------------------------------------------------------------------
Income receivable                                                                     1,772,646
- ------------------------------------------------------------------------------
Receivable for shares sold                                                               74,338
- ------------------------------------------------------------------------------     ------------
     Total assets                                                                   964,611,545
- ------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------
Payable for investments purchased                                    5,998,256
- --------------------------------------------------------------
Payable for shares redeemed                                          2,143,945
- --------------------------------------------------------------
Income distribution payable                                          3,605,007
- --------------------------------------------------------------
Accrued expenses                                                       107,163
- --------------------------------------------------------------    ------------
     Total liabilities                                                               11,854,371
- ------------------------------------------------------------------------------     ------------
NET ASSETS for 952,757,174 shares outstanding                                      $952,757,174
- ------------------------------------------------------------------------------     ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
($952,757,174 / 952,757,174 shares outstanding)                                           $1.00
- ------------------------------------------------------------------------------     ------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

STATEMENT OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                     <C>            <C>             <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------
Interest                                                                               $61,461,798
- ----------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------
Investment advisory fee                                                $ 4,148,166
- -------------------------------------------------------------------
Administrative personnel and services fee                                  785,041
- -------------------------------------------------------------------
Custodian fees                                                             167,250
- -------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                    53,808
- -------------------------------------------------------------------
Director'/Trustees' fees                                                    21,184
- -------------------------------------------------------------------
Auditing fees                                                               16,787
- -------------------------------------------------------------------
Legal fees                                                                  57,347
- -------------------------------------------------------------------
Portfolio accounting fees                                                  120,382
- -------------------------------------------------------------------
Shareholder services fee                                                 2,592,604
- -------------------------------------------------------------------
Share registration costs                                                    16,480
- -------------------------------------------------------------------
Printing and postage                                                        14,849
- -------------------------------------------------------------------
Insurance premiums                                                          14,622
- -------------------------------------------------------------------
Taxes                                                                       11,007
- -------------------------------------------------------------------
Miscellaneous                                                                8,944
- -------------------------------------------------------------------    -----------
     Total expenses                                                      8,028,471
- -------------------------------------------------------------------
Waivers--
- -------------------------------------------------------------------
  Waiver of investment advisory fee                     $(1,260,227)
- -----------------------------------------------------
  Waiver of shareholder services fee                     (2,074,083)
- -----------------------------------------------------   -----------
     Total waivers                                                      (3,334,310)
- -------------------------------------------------------------------    -----------
          Net expenses                                                                   4,694,161
- ----------------------------------------------------------------------------------     -----------
               Net investment income                                                   $56,767,637
- ----------------------------------------------------------------------------------     -----------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   YEAR ENDED NOVEMBER 30,
                                                             -----------------------------------
                                                                  1995                1994
                                                             ---------------     ---------------
<S>                                                          <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------
Net investment income                                        $    56,767,637     $    52,540,144
- ---------------------------------------------------------    ---------------     ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------
Distributions from net investment income                         (56,767,637)        (52,540,144)
- ---------------------------------------------------------    ---------------     ---------------
SHARE TRANSACTIONS--
- ---------------------------------------------------------
Proceeds from sale of shares                                   5,427,561,959       7,553,555,938
- ---------------------------------------------------------
Net asset value of shares issued to shareholders in
  payment of distributions declared                                6,759,749           5,452,034
- ---------------------------------------------------------
Cost of shares redeemed                                       (5,665,833,600)     (8,105,140,603)
- ---------------------------------------------------------    ---------------     ---------------
     Change in net assets resulting from share
     transactions                                               (231,511,892)       (546,132,631)
- ---------------------------------------------------------    ---------------     ---------------
          Change in net assets                                  (231,511,892)       (546,132,631)
- ---------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------
Beginning of period                                            1,184,269,066       1,730,401,697
- ---------------------------------------------------------    ---------------     ---------------
End of period                                                $   952,757,174     $ 1,184,269,066
- ---------------------------------------------------------    ---------------     ---------------
</TABLE>


(See Notes which are an integral part of the Financial Statements)


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

Trust For Short-Term U.S. Government Securities (the "Trust") is registered
under the Investment Company Act of 1940, (the "Act"), as a diversified,
open-end management investment company.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

     INVESTMENT VALUATIONS--The Trust uses the amortized cost method to value
     its portfolio securities in accordance with Rule 2a-7 under the Act.

     REPURCHASE AGREEMENTS--It is the policy of the Trust to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral under repurchase
     agreement transactions. Additionally, procedures have been established by
     the Trust to monitor, on a daily basis, the market value of each repurchase
     agreement's collateral to ensure that the value of collateral at least
     equals the repurchase price to be paid under the repurchase agreement
     transaction.

     The Trust will only enter into repurchase agreements with banks and other
     recognized financial institutions, such as broker/dealers, which are deemed
     by the Trust's adviser to be creditworthy pursuant to the guidelines and/or
     standards reviewed or established by the Board of Trustees (the
     "Trustees"). Risks may arise from the potential inability of counterparties
     to honor the terms of the repurchase agreement. Accordingly, the Trust
     could receive less than the repurchase price on the sale of collateral
     securities.

     INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount, if applicable, are amortized
     as required by the Internal Revenue Code, as amended (the "Code").
     Distributions to shareholders are recorded on the ex-dividend date.

     FEDERAL TAXES--It is the Trust's policy to comply with the provisions of
     the Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its income. Accordingly, no
     provisions for federal tax are necessary.

     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in
     when-issued or delayed delivery transactions. The Trust records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
- --------------------------------------------------------------------------------

     the securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

     OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
November 30, 1995, capital paid-in aggregated $952,757,174. Transactions in
shares were as follows:
<TABLE>
<CAPTION>
                                                                    YEAR ENDED NOVEMBER 30,
                                                                --------------------------------
                                                                     1995              1994
                                                                --------------    --------------
<S>                                                             <C>               <C>
- -------------------------------------------------------------
Shares sold                                                     5,427,561,959     7,553,555,938
- -------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                          6,759,749         5,452,034
- -------------------------------------------------------------
Shares redeemed                                                (5,665,833,600)   (8,105,140,603)
- -------------------------------------------------------------   -------------     -------------
  Net change resulting from share transactions                   (231,511,892)     (546,132,631)
- -------------------------------------------------------------   -------------     -------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Research, the Trust's investment adviser,
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .40 of 1% of the Trust's average daily net assets. The Adviser will
waive, to the extent of its advisory fee, the amount, if any, by which the
Trust's aggregate annual operating expenses exceed .45 of 1% of average daily
net assets of the Trust.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") under the
Administrative Services Agreement, provides the Trust with administrative
personnel and services. This fee is based on the level of average aggregate
daily net assets of all funds advised by subsidiaries of Federated Investors for
the period. The administrative fee received during the period of the
Administrative Services Agreement shall be at least $125,000 per portfolio and
$30,000 per each additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will pay FSS up to .25 of
1% of average daily net assets of the Trust for the period. This fee is to
obtain certain services for shareholders and to maintain shareholder accounts.
FSS may voluntarily choose to waive any portion of its fee. FSS can modify or
terminate this voluntary waiver at any time at its sole discretion.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--Federated Services
Company ("FServ") serves as transfer and dividend disbursing agent for the
Trust. This fee is based on the size, type, and number of accounts and
transactions made by shareholders.


TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES
- --------------------------------------------------------------------------------

PORTFOLIO ACCOUNTING FEES--FServ maintains the Trust's accounting records for
which it receives a fee. The fee is based on the level of the Trust's average
daily net assets for the period, plus out-of-pocket expenses.

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

(5) FORWARD TRADE COMMITMENTS

The Trust may enter into forward commitments for the delayed delivery of
securities which are based upon financial indices at a fixed price at a future
date. Risks may arise upon entering these contracts from the potential inability
of counterparts to meet the terms of their contracts and from unanticipated
movements in security prices.

At November 30, 1995, the Trust was committed to enter into the following
repurchase agreement:

     $11,000,000 Fuji Securities, Inc., 7.00%, dated 12/29/1995, due 1/2/1996

The fair value of the forward commitment approximates the contract amount at
November 30, 1995.


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

To the Board of Trustees and Shareholders of

TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Trust for Short-Term U.S. Government Securities
as of November 30, 1995, the related statement of operations for the year then
ended, the statement of changes in net assets for the years ended November 30,
1995 and 1994, and the financial highlights for each of the periods presented.
These financial statements and financial highlights are the responsibility of
the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1995, by
correspondence with the custodian and brokers; where replies were not received
from brokers, we performed other auditing procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Trust for Short-Term
U.S. Government Securities as of November 30, 1995, the results of its
operations, the changes in its net assets and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
January 12, 1996

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>             <C>                                          <C>
Trust for Short-Term U.S. Government Securities
                                                             Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Research                           Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8600
                Trust Company                                Boston, MA 02266-8600
- ------------------------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, PA 15222-3779
- ------------------------------------------------------------------------------------------------
Independent Public Accountants
                Deloitte & Touche LLP                        2500 One PPG Place
                                                             Pittsburgh, PA 15222-5401
- ------------------------------------------------------------------------------------------------
</TABLE>



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

- --------------------------------------------------------------------------------
                                              TRUST FOR SHORT-TERM
                                              U.S. GOVERNMENT
                                              SECURITIES
                                              PROSPECTUS

                                              An Open-End, Diversified
                                              Management Investment Company

                                              Prospectus dated January 31, 1996

      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      CUSIP 898331103
      8010415A (1/96)
               TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES


                     STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the prospectus
   of Trust for Short-Term U. S. Government Securities (the "Trust") dated
   January 31, 1996. This Statement is not a prospectus. You may request a
   copy of a prospectus or a paper copy of this Statement, if you have
   received it electronically, free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PA 15222-3779

                         Statement dated January 31, 1996

Distributor
A subsidiary of Federated Investors

INVESTMENT POLICIES              1

 Acceptable Investments          1
 When-Issued And Delayed Delivery
  Transactions                   1
 Repurchase Agreements           1
INVESTMENT LIMITATIONS           1

TRUST  FOR SHORT-TERM U.S.
GOVERNMENT   SECURITIES MANAGEMENT3

 The Funds                       7
 Share Ownership                 7
                                                                    T
                                                                     r
  ustees Compensation            7


 Trustee Liability               8
INVESTMENT ADVISORY SERVICES     8

 Investment Adviser              8
 Advisory Fees                   8
BROKERAGE TRANSACTIONS           8

OTHER SERVICES                   9

 Trust  Administration           9
 Custodian and Portfolio
  Recordkeeper                   9
 Transfer Agent                  9
 Independent Auditors            9
SHAREHOLDER SERVICES AGREEMENT   9

DETERMINING NET ASSET VALUE     10

REDEMPTION IN KIND              10

MASSACHUSETTS PARTNERSHIP LAW   10

THE TRUST'S TAX STATUS          10

PERFORMANCE INFORMATION         11

 Yield                          11
 Effective Yield                11
 Total Return                   11
 Performance Comparisons        11
ABOUT FEDERATED INVESTORS       11


 Mutual Fund Market             12
 Institutional Clients          12
 Trust Organizations            12
 Broker/Dealers and Bank
  Broker/Dealer
  Subsidiaries                  12





INVESTMENT POLICIES

Unless indicated otherwise, the policies described below may not be changed by
the Board of  Trustees without shareholder approval.
ACCEPTABLE INVESTMENTS
Some of the short-term U.S. government securities that the Trust  may purchase
carry variable interest rates.  These  securities have a rate of interest
subject to adjustment at  least annually.  This adjusted interest rate is
ordinarily  tied to some objective standard, such as the 91-day U.S. Treasury
bill rate. Variable interest rates will reduce the changes in the  market
value of such securities from their original  purchase prices.  Accordingly,
the potential for capital  appreciation or capital depreciation should not be
greater than that of fixed interest rate U.S. government securities having
maturities equal to the interest rate adjustment dates of  the variable rate
U.S. government securities. The Trust may purchase variable rate U.S.
government  securities upon the determination by the Trustees that the


interest rate as adjusted will cause the  instrument to have a current market
value that approximates  its par value on the adjustment date.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Trust. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Trust
sufficient to make payment for the securities to be purchased are segregated
on the Trust `s  records at the trade date.  These assets are marked to market
daily and are maintained until the transaction has been settled. The Trust
does not intend to engage in when-issued and delayed delivery transactions to
an extent that would cause the segregation of more than 20% of the total value
of its assets.
REPURCHASE AGREEMENTS
The Trust or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily.
In the event that a defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Trust might be delayed
pending court action.  The Trust believes that under the regular procedures
normally in effect for custody of the Trust's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor
of the Trust and allow retention or disposition of such securities.  The Trust
will only enter into repurchase agreements with banks and other recognized
financial institutions, such as broker/dealers, which are deemed by the
Trust's adviser to be creditworthy pursuant to guidelines established by the
Trustees.


INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN
The Trust will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as are necessary for clearance
of transactions.
ISSUING SENIOR SECURITIES AND BORROWING MONEY
The Trust will not issue senior securities except that the Trust may borrow
money in amounts up to one-third of the value of its total assets, including
the amounts borrowed.
The Trust will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling the Trust to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous.The Trust will not purchase any securities while borrowings in
excess of 5% of the value of its total assets are outstanding.
PLEDGING ASSETS
The Trust will not  pledge securities.
LENDING CASH OR SECURITIES
The Trust will not make loans, except that it may purchase or hold US.
government  securities, including repurchase agreements, permitted by its
investment objective, policies, and limitations or the Trust's Declaration of
Trust.
INVESTING IN COMMODITIES
The Trust will not purchase or sell commodities, commodity contracts, or
commodity futures contracts.


INVESTING IN REAL ESTATE
The Trust will not purchase or sell real estate, including limited partnership
interests.
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
The Trust will not acquire voting  securities of other investment companies,
except as part of a merger, consolidation, or other acquisition.
DIVERSIFICATION OF INVESTMENTS
With respect to securities comprising 75% of the value of its total assets,
the Trust will not purchase securities of any one issuer (other than cash,
cash items, or securities issued or guaranteed by the government of the United
States or its agencies or instrumentalities and repurchase agreements
collateralized by such U.S. government securities) if as a result more than 5%
of the value of its total assets would be invested in the securities of that
issuer, or if it would own more than 10% of the outstanding voting securities
of that issuer.
The above limitations cannot be changed without shareholder approval.The
following investment limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any
material change in these limitations becomes effective.
INVESTING IN RESTRICTED SECURITIES
The Trust will not invest in securities subject to restrictions on resale
under federal securities law.
INVESTING IN ILLIQUID SECURITIES
The Trust will not invest more than 10% of the value of its net assets in
illiquid securities.


INVESTING IN NEW ISSUERS
The Trust will not invest more than 5% of the value of its total assets in
securities of issuers which have records of less than three years of
continuous operations, including the operation of any predecessor.
INVESTING FOR CONTROL
The Trust will not invest in securities of a company for the purpose of
exercising control or management.
INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
The Trust will not purchase or retain the securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser, owning
individually more than .50 of 1% of the issuer's securities, together own more
than 5% of the issuer's securities.
INVESTING IN OPTIONS
The Trust will not invest in puts, calls, straddles, spreads, or any
combination of them.
INVESTING IN MINERALS
The Trust will not purchase or sell interests in oil, gas, or other mineral
exploration or development programs or leases, although it may purchase the
securities of issuers which invest in or sponsor such programs.
For purposes of the above limitations, the Trust considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items." Except
with respect to borrowing money, if a percentage limitation is adhered to at
the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
limitation.


The Trust did not borrow money or pledge securities in excess of 5% of the
value of its net assets during the last fiscal year and has no present intent
to do so during the coming fiscal year.
REGULATORY COMPLIANCE
The  Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply
with applicable laws and regulations, including the provisions of and
regulations under the Investment Company Act of 1940. In particular, the Trust
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Trust  will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Trust
may change these operational policies to reflect changes in the laws and
regulations without the approval of its shareholders.
TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES  MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Trust for Short-Term U.S. Government Securities , and principal
occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research


Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Trust .


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital
of Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Trustee
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.




William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
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.


 James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
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.


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and 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
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Trustee
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.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library


Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President
Emeritus, University of Pittsburgh; founding Chairman, National Advisory
Council for Environmental Policy and Technology and Federal Emergency
Management Advisory Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Trustee
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.


Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 2, 1929
President
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp. and Federated Administrative
Services.


J. Christopher Donahue
Federated Investors Tower


Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Executive 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  of the Trust.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated
Research Corp., Federated Global Research Corp. and Passport Research, Ltd.;
Executive Vice President and Director, Federated Securities Corp.; Trustee,
Federated Services Company; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds; President,
Executive Vice President and Treasurer of some of the Funds.


 John W. McGonigle
Federated Investors Tower


Pittsburgh, PA
Birthdate:  October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.;
Trustee, Federated Services Company; President and Trustee, Federated
Shareholder Services; Director, Federated Securities Corp.; Executive Vice
President and Secretary of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Executive Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer
Senior Vice President and Trustee, Federated Investors; Vice President,
Federated Shareholder Services; Treasurer of some of the Funds.




* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940, as amended.
@ Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board between meetings of the
Board.
THE FUNDS
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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; FTI Funds;
Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Master Trust; Federated
Municipal Trust; Federated Short-Term Municipal Trust;  Federated Short-Term
U.S. Government Trust; Federated Stock Trust; Federated Tax-Free Trust;
Federated Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S.
Government Securities Fund: 3-5 Years; Federated U.S. Government Securities
Fund: 5-10 Years; 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; 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; Newpoint Funds; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Targeted Duration Trust; Tax-Free Instruments Trust; 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;
World Investment Series, Inc.As referred to in the list of  and Officers,
"Funds" includes the following investment companies:
SHARE OWNERSHIP
Officers and Trustees as a group own less than 1% of the Trust`s outstanding
shares.
As of January 4, 1996, the following shareholder of record owned 5% or more of
the outstanding shares of the Trust: Fleet Securities Corp., Rochester, New
York, owned approximately 107,102,083 (11.76%) shares.
TRUSTEES COMPENSATION


                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM          TOTAL COMPENSATION PAID
TRUST               TRUST*#         FROM FUND COMPLEX +


John F. Donahue, $0        $0 for the Fund and
Chairman and Trustee          54 other investment companies in the Fund
Complex
Thomas G. Bigley,++        $2,054  $86,331 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
John T. Conroy,  $2.205    $115,760 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
William J. Copeland,       $2,205  $115,760 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
James E. Dowd,   $2,205    $115,760 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $2,054  $104,898 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $2,205  $115,760 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
Peter E. Madden, $2,054    $104,898 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
Gregor F. Meyer, $2.054    $104,898 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
John E. Murray, Jr.,       $2,054  $104,898 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
Wesley W. Posvar,$2.054    $104,898 for the Fund and
Trustee                    54 other investment companies in the Fund Complex
Marjorie P. Smuts,         $2,054  $104,898 for the Fund and
Trustee                    54 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended Nove;mber  30, 1995.
#The aggregate compensation is provided for the Trust which is comprised of 1
portfolio.
+The information is provided for the last calendar year.
++ Mr. Bigley served on 39 investment companies in  the Federated Funds
Complex from January 1 through September 30, 1995.  On October 1, 1995, he was
appointed a Trustee on 15 additional Federated Funds.
 TRUSTEE LIABILITY
The Declaration of  Trust provides that the Trustees  will not be liable for
errors of judgment or mistakes of fact or law. However, they are not protected
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES

INVESTMENT ADVISER
The Trust's investment adviser is Federated Research. It is a subsidiary of
Federated Investors. All the voting securities of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife and his
son, J. Christopher Donahue.
The adviser shall not be liable to the Trust or any shareholder for any losses
that may be sustained in the purchase, holding, or sale of any security or for
anything done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
imposed upon it by its contract with the Trust.


ADVISORY FEES
For its advisory services,  Federated Research receives an annual investment
advisory fee as described in the prospectus.  For the fiscal years ended
November 30, 1995, 1994, and 1993, the adviser earned $4,148,166, $5,919,255,
and $8,689,582,  respectively, of which $1,260,227, $1,442,536, and $523,530,
respectively, was waived.
  STATE EXPENSE LIMITATIONS
     The adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Trust's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses)
     exceed 2-1/2% per year of the first $30 million of average net assets, 2%
     per year of the next $70 million of average net assets, and 1-1/2% per
     year of the remaining average net assets, the adviser will reimburse the
     Trust for its expenses over the limitation.
     If the Trust's monthly projected operating expenses exceed this
     limitation, the investment advisory fee paid will be reduced by the
     amount of the excess, subject to an annual adjustment. If the expense
     limitation is exceeded, the amount to be reimbursed by the adviser will
     be limited, in any single fiscal year, by the amount of the investment
     advisory fees.
     This arrangement is not part of the advisory contract and may be amended
     or rescinded in the future.


BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the order at
a favorable price. In working with dealers, the adviser will generally use
those who are recognized dealers in specific portfolio instruments, except
when a better price and execution of the order can be obtained elsewhere. The
adviser makes decisions on portfolio transactions and selects brokers and
dealers subject to guidelines established by the Trustees. The adviser may
select brokers and dealers who offer brokerage and research services. These
services may be furnished directly to the Trust or to the adviser and may
include: advice as to the advisability of investing in securities; security
analysis and reports; economic studies; industry studies; receipt of
quotations for portfolio evaluations; and similar services. Research services
provided by brokers and dealers may be used by the adviser or its affiliates
in advising the Trust and other accounts. To the extent that receipt of these
services may supplant services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses. The adviser and
its affiliates exercise reasonable business judgment in selecting brokers who
offer brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are
reasonable in relationship to the value of the brokerage and research services
provided. During the fiscal years ended November 30, 1995, 1994, and 1993, the
Trust paid no  brokerage commissions.
Although investment decisions for the Trust are made independently from those
of the other accounts managed by the adviser, investments of the type the
Trust may make may also be made by those other accounts. When the Trust and


one or more other accounts managed by the adviser are prepared to invest in,
or desire to dispose of, the same security, available investments or
opportunities for sales will be allocated in a manner believed by the adviser
to be equitable to each. In some cases, this procedure may adversely affect
the price paid or received by the Trust or the size of the position obtained
or disposed of by the Trust. In other cases, however, it is believed that
coordination and the ability to participate in volume transactions will be to
the benefit of the Trust.
OTHER SERVICES

 TRUST ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust for a fee as
described in the prospectus. Prior to March 1, 1994, Federated Administrative
Services, Inc., also a subsidiary of Federated Investors, served as the
Trust's Administrator.  (For purposes of this Statement of Additional
Information, Federated Administrative Services and Federated Administrative
Services, Inc. may hereinafter collectively be referred to as the
"Administrators".)  For the fiscal years ended November 30, 1995, 1994, and
1993, the Administrators earned $785,041,  $1,007,251, and $918,792,
respectively. Dr. Henry J. Gailliot, an officer of Federated Research, the
adviser to the Trust, 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.


CUSTODIAN AND PORTFOLIO RECORDKEEPER
State Street Bank and Trust Company is custodian for the securities and cash
of the Trust. It also provides certain accounting and recordkeeping services
with respect to the Trust's portfolio investments.
TRANSFER AGENT
As transfer agent, Federated Services Company maintains all necessary
shareholder records.  For its services, the transfer agent receives a fee
based on the size, types, and number of accounts and transactions made by
shareholders.
INDEPENDENT AUDITORS
The independent  auditors for the Trust are Deloitte & Touche LLP.
SHAREHOLDER SERVICES AGREEMENT

This arrangement permits the payment of fees to Federated Shareholder Services
and financial institutions to cause services to be provided which are
necessary for the maintenance of shareholder accounts and to encourage
personal services to shareholders by a representative who has knowledge of the
shareholder's particular circumstances and goals. These activities and
services may include, but are not limited to: providing office space,
equipment, telephone facilities, and various clerical, supervisory, computer,
and other personnel as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balance;
answering routine client inquiries; and assisting clients in changing dividend
options, account designations, and addresses. By adopting the Shareholder
Services Agreement, the Trustees expect that the Trust will benefit by:
(1) providing personal services to shareholders; (2) investing shareholder


assets with a minimum of delay and administrative detail; (3) enhancing
shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts. For the fiscal
period ended November 30 ,1995, the Trust  paid Shareholder Services fees in
the amount of  $2,592,604, of which $2,074,083 was waived.
DETERMINING NET ASSET VALUE

The Trustees  have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of
the Trust computed by dividing the annualized daily income on the Trust's
portfolio by the net asset value computed as above may tend to be higher than
a similar computation made by using a method of valuation based upon market
prices and estimates. In periods of rising interest rates, the opposite may be
true.
The Trust's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trust must establish procedures
reasonably designed to stabilize the net asset value per share, as computed
for purposes of distribution and redemption, at $1.00 per share, taking into
account current market conditions and the Trust's investment objective. The
procedures include monitoring the relationship between the amortized cost


value per share and the net asset value per share based upon available
indications of market value. The Trustees will decide what, if any, steps
should be taken if there is a difference of more than 0.5 of 1% between the
two values. The Trustees will take any steps they consider appropriate (such
as redemption in kind or shortening the average portfolio maturity) to
minimize any material dilution or other unfair results arising from
differences between the two methods of determining net asset value.
REDEMPTION IN KIND

The Trust  is obligated to redeem shares solely in cash up to $250,000 or 1%
of the Trust's net asset value, whichever is less, for any one shareholder
within a 90-day period.  Any redemption beyond this amount will also be in
cash unless the Trustees determine that further payments should be in kind.
In such cases, the Trust will pay all or a portion of the remainder of the
redemption in portfolio instruments valued in the same way as the Trust
determines net asset value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable.  Redemption in kind is not
as liquid as a cash redemption.  If redemption is made in kind, shareholders
who sell these securities could receive less than the redemption value and
could incur certain transaction costs.
MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations
of the Trust. These documents require notice of this disclaimer to be given in


each agreement, obligation, or instrument the Trust or its Trustees enter into
or sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act
or obligation of the Trust. Therefore, financial loss resulting from liability
as a shareholder will occur only if the Trust itself cannot meet its
obligations to indemnify shareholders and pay judgments against them.
THE TRUST'S TAX STATUS

To qualify for the special tax treatment afforded to regulated investment
companies, the Trust must, among other  requirements:  derive at least 90% of
its gross income from dividends, interest, and gains from the sale of
securities; derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities within certain
statutory limits; and distribute to its shareholders at least 90% of its net
income earned during the year.
PERFORMANCE INFORMATION

Performance depends upon such variables as: portfolio quality; average
portfolio maturity; type of instruments in which the portfolio is invested;
changes in interest rates; changes in expenses; and the relative amount of
cash flow. To the extent that financial institutions and broker/dealers charge
fees in connection with services provided in conjunction with an investment in
shares of the Trust, the performance will be reduced for those shareholders
paying those fees.


YIELD
The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding
capital changes but including the value of any additional shares purchased
with dividends earned from the original one share and all dividends declared
on the original and any purchased shares; dividing the net change in the
account's value by the value of the account at the beginning of the base
period to determine the base period return; and multiplying the base period
return by 365/7.
The Trust's yield for the seven-day period ended November 30, 1995, was 5.49%.
EFFECTIVE YIELD
The effective yield is calculated by compounding the unannualized base period
return by: adding 1 to the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result.
The Trust's effective yield for the seven-day period ended November 30, 1995,
was 5.64%.
TOTAL RETURN
Average annual total return is the average compounded rate of return for a
given period that would equate a $1,000 initial investment to the ending
redeemable value of that investment. The ending redeemable value is computed
by multiplying the number of shares owned at the end of the period by the net
asset value per share at the end of the period. The number of shares owned at
the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, adjusted over the period by any


additional shares, assuming the monthly reinvestment of all dividends and
distributions.
The Trust's average annual total returns for the one-year period ended
November 30, 1995 and for the period from December 29, 1975  (date of initial
public investment) through November 30 , 1995 were 5.63% and 7.60%,
respectively.
PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance,
investors should consider all relevant factors such as the composition of any
index used, prevailing market conditions, portfolio compositions of other
funds, and methods used to value portfolio securities and compute offering
price. The financial publications and/or indices which the  uses in
advertising may include:
   O LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories
     based on total return, which assumes the reinvestment of all income
     dividends and capital gains distributions, if any.
   o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money market
     funds weekly. Donoghue's Money Market Insight publication reports monthly
     and 12-month-to-date investment results for the same money funds.
   o MONEY, a monthly magazine, regularly ranks money market funds in various
     categories based on the latest available seven-day effective yield.
ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected
in its investment decision making-structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of


competitive investment products that have gained the confidence of thousands
of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated Investors gained prominence in the
mutual fund industry in 1974 with the creation of the first institutional
money market fund. Simultaneously, the company pioneered the use of the
amortized cost method of accounting for valuing shares of money market funds,
a principal means used by money managers today to value money market fund
shares. Other innovations include the first institutional tax-free money
market fund. As of December 31, 1994, Federated Investors managed more than
$31 billion in assets across approximately 43 money market funds, including 17
government, 8 prime and 18 municipal with assets approximating $17 billion,
$7.4 billion and $6.6 billion, respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors'
equity and high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed income
management. Henry A. Frantzen, Executive Vice President, oversees the
management of Federated Investors' international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:


INSTITUTIONAL CLIENTS
Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional
clients include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by
John B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer,
Executive Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
*Source: Investment Company Institute
CUSIP 898331103
8010415B (1/96)


PART C.  OTHER INFORMATION.


Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements (Filed in Part A);
          (b)  Exhibits:
                (1)   (i)..........Conformed Copy of Declaration of Trust of
                    the  Registrant;+
                     (ii)..........Conformed Copy of Amendment No. 1 to the
                         Declaration of Trust;+
                (2) Copy of By-Laws of the Registrant including
               amendments 1 through 5;(2)
                (3) Not applicable;
                (4) Conformed Copy of Specimen Certificate for Shares of
                    Beneficial Interest of the Registrant;(2)
                (5) Conformed Copy of Investment Advisory Contract of the
                    Registrant;(2)
                (6) Conformed Copy of Distributor's Contract of the
                    Registrant;(2)
                (7) Not applicable;
                (8) Conformed Copy of Custodian Agreement of the
                    Registrant;(2)
                (9)   (i)..........Conformed Copy of Portfolio Accounting and
                         Shareholder Recordkeeping Agreement of the
                         Registrant;(2)
                     (ii)..........Conformed Copy of Administrative Services
                         Agreement;(2)
                    (iii)..........Conformed Copy of Shareholder Services
                         Agreement;(2)


                     (iv)..........Conformed Copy of Shareholder Services
                         Plan;(2)
                      (v)..........Copy of Shareholder Services Sub-
                         Contract;(2)
                     (vi) The response and exhibits described in      Item
                    24(b)(6) are hereby incorporated by     reference;
               (10) Conformed Copy of Opinion and Consent of Counsel as to the
                    Legality of the Securities being Registered;(2)
               (11) Conformed Copy of Consent of Independent Auditors;+
               (12) Not applicable;
               (13) Conformed Copy of Initial Capital Understanding;(2)
               (14) Not applicable;
               (15) Not applicable;
               (16) Copy of Schedule For Computation of Yield Calculation;(2)
               (17) Copy of Financial Data Schedule of the Registrant;(2)
               (18) Not applicable;
               (19) Conformed Copy of Power of Attorney;(2)

All exhibits have been filed electronically.

(2)  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 53 filed on January 23, 1995. (File Nos. 2-54929 and 811-
     2602)


Item 25.  Persons Controlled by or Under Common Control with Registrant:


          None

Item 26.  Number of Holders of Securities:

          Shares of Beneficial Interest           Number of Record Holders
          (no par value)                  as of January 4, 1996

                                                3,387

Item 27.  Indemnification: (1.)

Item 28.  Business and Other Connections of Investment Adviser:

          (a)For a description of the other business of the investment
             adviser, see the section entitled "Trust Information - Management
             of the Trust" in Part A.  The affiliations with the Registrant of
             four of the Trustees and one of the Officers of the investment
             adviser are included in Part B of this Registration Statement
             under "Trust for Short-Term U.S. Government Securities
             Management"  The remaining Trustee of the investment adviser, his
             position with the investment adviser, and, in parentheses, his
             principal occupation is: Mark D. Olson, (Partner, Wilson,
             Halbrook & Bayard), 107 W. Market Street, Georgetown, Delaware
             19947.

             The remaining  Officers of the investment adviser are:  William
             D. Dawson, J. Thomas Madden, and Mark L. Mallon, Executive Vice


             Presidents; Henry J. Gailliot, Senior Vice President-Economist;
             Peter R. Anderson, Drew J. Collins, Jonathan C. Conley, J. Alan
             Minteer, Senior Vice Presidents; J. Scott Albrecht, Joseph M.
             Balestrino, Randall S. Bauer, David A. Briggs, Kenneth J. Cody,
             Deborah A. Cunningham, Michael P. Donnelly, Linda A. Duessel,
             Mark E. Durbiano,
             Kathleen M. Foody-Malus, Thomas M. Franks, Edward C. Gonzales,
             Timothy E. Keefe,Stephen A. Keen, Mark S. Kopinski, Jeff A.
             Kozemchak, Marian R. Marinack, Susan M. Nason,      Mary Jo
             Ochson, Robert J. Ostrowski, Frederick L. Plautz, Jr., Charles
             A. Ritter, James D. Roberge, Frank Semack, William F. Stotz,
             Sandra L. Weber, Christopher H. Wiles, Vice Presidents.. 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 "Federated Funds."



1.   Response is incorporated by reference to Registrants Post-Effective
     Amendment No. 44 filed on Form N-1A January 25, 1991. (File No. 2-54929
     and 811-2602)



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: American Leaders Fund, Inc.;
             Annuity Management Series; Arrow Funds; Automated Government
             Money Trust; BayFunds;  The Biltmore Funds; The Biltmore
             Municipal Funds; Blanchard Funds; Blanchard Precious Metals Fund,
             Inc.; Cash Trust Series, Inc.; Cash Trust Series II; DG Investor
             Series; Edward D. Jones & Co. Daily Passport Cash Trust;
             Federated ARMs Fund; Federated Equity Funds; Federated Exchange
             Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
             Federated High Yield Trust; Federated Income Securities Trust;
             Federated Income Trust; Federated Index Trust; Federated
             Institutional Trust; Federated Master Trust; Federated Municipal
             Trust; Federated Short-Term Municipal Trust; Federated Short-Term
             U.S. Government Trust; Federated Stock Trust; Federated Tax-Free
             Trust; Federated Total Return Series, Inc.; Federated U.S.
             Government Bond Fund; Federated U.S. Government Securities Fund:
             1-3 Years; Federated U.S. Government Securities Fund: 3-5 Years;
             Federated U.S. Government Securities Fund: 5-10 Years;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; Independence One Mutual Funds; 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 Utility Fund, Inc.; Liquid
             Cash Trust; Managed Series Trust; Marshall Funds, Inc.; Money
             Market Management, Inc.; Money Market Obligations Trust; Money
             Market Trust; The Monitor Funds; Municipal Securities Income
             Trust; Newpoint Funds; 111 Corcoran Funds; Peachtree Funds; The
             Planters Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds;
             Star Funds; The Starburst Funds; The Starburst Funds II; Stock
             and Bond Fund, Inc.; Targeted Duration Trust; Tax-Free
             Instruments Trust; Tower Mutual Funds; Trust for Financial
             Institutions; Trust for Government Cash Reserves; Trust for
             Short-Term U.S. Government Securities; Trust for U.S. Treasury
             Obligations; The Virtus Funds; Vision Group of Funds, Inc.; and
             World Investment Series, Inc.

             Federated Securities Corp. also acts as principal underwriter for
             the following closed-end investment company:  Liberty Term Trust,
             Inc.- 1999.



          (b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices


 Business Address            With Underwriter               With Registrant


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

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

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

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

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

Mark R. Gensheimer        Executive Vice President of       --


Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.

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

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

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

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

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

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


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

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

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

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

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

John B. Bohnet            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman           Vice President, Secretary,        --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Kevin J. Crenny           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779

Laura M. Deger            Vice President,              --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

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

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald     Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Craig S. Gonzales         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Scott A. Hutton           Vice President,              --


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

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

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

Steven A. La Versa        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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


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

Robert D. Oehlschlager    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

John C. Shelar, Jr.       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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



Jeffrey A. Stewart        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Michael P. Wolff          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings      Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.


Pittsburgh, PA 15222-3779

J. Timothy Radcliff       Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley             Treasurer,                   --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue         Asstistant Secretary,        --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,     Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

          (c)  Not applicable.



Item 30.  Location of Accounts and Records:

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

     Registrant                    Federated Investors Tower
                                   Pittsburgh, PA  15222-3779

     Federated Services Company    Federated Investors Tower
     ("Transfer Agent, Dividend    Pittsburgh, PA  15222-3779
     Disbursing Agent")

     Federated Administrative Services  Federated Investors Tower
     ("Administrator")             Pittsburgh, PA  15222-3779

     Federated Research            Federated Investors Tower
     ("Adviser")                   Pittsburgh, PA  15222-3779

     State Street Bank and Trust Company     P.O. Box 8604
     ("Custodian")                 Boston, MA  02266-8604

Item 31.  Management Services:  Not applicable.

Item 32.  Undertakings:


          Registrant hereby undertakes to comply with the provisions of
          Section 16(c) of the 1940 Act with respect to the removal of
          Trustees and the calling of special shareholder meetings by
          shareholders.

          Registrant hereby undertakes to furnish each person to whom a
          prospectus is delivered a copy of the Registrant's latest annual
          report to shareholders, upon request and without charge.




SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, TRUST FOR SHORT-TERM U.S.
GOVERNMENT SECURITIES, certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 25th day of January, 1996.

               TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

               BY: /s/ S. Elliott Cohen
               S. Elliott Cohen, Assistant Secretary


               Attorney in Fact for John F. Donahue
               January 25, 1996


   Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:

   NAME                       TITLE                    DATE

By:/s/S. Elliott Cohen
   S. Elliott Cohen         Attorney In Fact    January 25,1996
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Glen R. Johnson*            President

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

Thomas G. Bigley*           Trustee



William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Gregor F. Meyer*            Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee

Peter E. Madden*            Trustee

John T. Conroy, Jr.*        Trustee






                                   Exhibit (11) under N-1A
                                   Exhibit 23 under 601/Reg SK


INDEPENDENT AUDITORS' CONSENT

To the Board of Trustees of Trust for Short-Term U.S. Government Securities:

   We consent to the use in the Post-Effective Amendment No. 52 of the
Registration Statement (No.2-54929) of Trust for Short-Term U.S. Government
Securities our report dated January 12, 1996, appearing in the Prospectus which
is a part of such Registration Statement, and the reference to us under the
heading "Financial Highlights" in such Prospectus.



By:DELOITTE & TOUCHE LLP
   Pittsburgh, Pennsylvania



                                                     Exhibit  17 under Form N-1A
                                              Exhibit 24 under Item 601/Reg. S-K


                               POWER OF ATTORNEY


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


SIGNATURES                TITLE                 DATE


/s/ John F. Donahue      Chairman and Trustee January 22, 1996
John F. Donahue          (Chief Executive Officer)
/s/ Glen R. Johnson      President            January 22, 1996
Glen R. Johnson

/s/ David M. Taylor      Treasurer            January 22, 1996
David M. Taylor          (Principal Financial and
                               Accounting Officer)

/s/ Thomas G. Bigley     Trustee              January 22, 1996
Thomas G. Bigley

/s/ John T. Conroy, Jr.                       Trustee  January 22, 1996
John T. Conroy, Jr.

/s/ William J. Copeland                       Trustee  January 22, 1996
William J. Copeland

/s/ James E. Dowd        Trustee              January 22, 1996
James E. Dowd

/s/ Lawrence D. Ellis, M.D.                       Trustee   January 22, 1996
Lawrence D. Ellis, M.D.

/s/ Edward L. Flaherty, Jr.                       Trustee   January 22, 1996
Edward L. Flaherty, Jr.

/s/ Peter E. Madden      Trustee              January 22, 1996
Peter E. Madden

/s/ Gregor F. Meyer      Trustee              January 22, 1996
Gregor F. Meyer

/s/ John E. Murray, Jr.                       Trustee  January 22, 1996
John E. Murray, Jr.

/s/ Wesley M. Posvar     Trustee              January 22, 1996
Wesley M. Posvar

/s/ Marjorie P. Smuts    Trustee              January 22, 1996
Marjorie P. Smuts

Sworn to and subscribed before me this 22nd day of January, 1996


/s/ Marie M. Hamm

Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expries Sept. 16, 1996



<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   001                                            
     <NAME>                     Trust for Short-Term U.S. Government Securitie 
                                                                               
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Nov-30-1995                                    
<PERIOD-END>                    Nov-30-1995                                    
<INVESTMENTS-AT-COST>           962,624,240                                    
<INVESTMENTS-AT-VALUE>          962,624,240                                    
<RECEIVABLES>                   1,846,984                                      
<ASSETS-OTHER>                  140,321                                        
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  964,611,545                                    
<PAYABLE-FOR-SECURITIES>        5,998,256                                      
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       5,856,115                                      
<TOTAL-LIABILITIES>             11,854,371                                     
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        952,757,174                                    
<SHARES-COMMON-STOCK>           952,757,174                                    
<SHARES-COMMON-PRIOR>           1,184,269,066                                  
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    952,757,174                                    
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               61,461,798                                     
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  4,694,161                                      
<NET-INVESTMENT-INCOME>         56,767,637                                     
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           56,767,637                                     
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       56,767,637                                     
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         5,427,561,959                                  
<NUMBER-OF-SHARES-REDEEMED>     5,665,833,600                                  
<SHARES-REINVESTED>             6,759,749                                      
<NET-CHANGE-IN-ASSETS>          (231,511,892)                                  
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           4,148,166                                      
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 8,028,471                                      
<AVERAGE-NET-ASSETS>            1,037,041,516                                  
<PER-SHARE-NAV-BEGIN>           1.000                                          
<PER-SHARE-NII>                 0.060                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.060                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             1.000                                          
<EXPENSE-RATIO>                 0.45                                           
<AVG-DEBT-OUTSTANDING>          0                                              
<AVG-DEBT-PER-SHARE>            0.000                                          
                                                                               

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission