TRUST FOR FINANCIAL INSTITUTIONS
485BPOS, 1995-05-24
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[IN-PROCESS]___SIGAMEN        AUTHOR'S INITIALS ___         FINAL    Y   N
                                                MASTERS/EDGAR/N1ACOVPAGE

                                          1933 Act File No. 33-49771
                                          1940 Act File No. 811-7067

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             X

    Pre-Effective Amendment No.    3

    Post-Effective Amendment No.                                    X

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

    Amendment No.

                     TRUST FOR FINANCIAL INSTITUTIONS

            (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:

 X   immediately upon filing pursuant to paragraph (b)
    on _________________ 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.

If appropriate, check the following box:

    This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Pursuant to the provisions of Rule 24f-2 of the Investment Company Act of
1940, Registrant hereby terminates its election to register an indefinite
number of shares and will cease offering shares under this Registration
Statement.

 X  filed the FINAL Notice required by that Rule on May 15, 1995; or
    intends to file the Notice required by that Rule on or about
    ____________; or
    during the most recent fiscal year did not sell any securities pursuant
 to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.

                                Copies to:

Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C.  20037


                                SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, TRUST FOR FINANCIAL
INSTITUTIONS, has duly caused this Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Pittsburgh and Commonwealth of Pennsylvania, on the 24th day of
May, 1995.

                     TRUST FOR FINANCIAL INSTITUTIONS

                  BY: /s/Robert C. Rosselot
                  Robert C. Rosselot, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  May 24, 1995




    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/Robert C. Rosselot
    Robert C. Rosselot           Attorney In Fact        May 24, 1995
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

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

Richard B. Fisher*               President and Trustee

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

John T. Conroy, Jr.*             Trustee

William J. Copeland*             Trustee

James E. Dowd*                   Trustee

Lawrence D. Ellis, M.D.*         Trustee

Edward L. Flaherty, Jr.*         Trustee

Peter E. Madden*                 Trustee

Gregor F. Meyer*                 Trustee

Wesley W. Posvar*                Trustee

Marjorie P. Smuts*               Trustee

* By Power of Attorney





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