U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Federated Insurance Series
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
2. Name of each series or class of funds for which this
notice is filed:
Federated High Income Bond Fund II
Federated American Leaders Fund II
Federated Fund For U.S. Government Securities
II
Federated International Equity Fund II
Federated Utility Fund II
Federated Growth Strategies Fund II
Federated Prime Money Fund II
3. Investment Company Act File Number:
811-8042
Securities Act File Number:
33-69268
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close
of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a
prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
0:$0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0:$0
9. Number and aggregate sale price of securities sold
during the fiscal year (includes DRIP shares):
238,341,591:$470,558,880
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
238,341,591:$470,558,880
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable:
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10): $
470,558,880
(ii) Aggregate price of shares issued in connection
with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate
price of shares redeemed or repurchased
during the fiscal year (if applicable) -
242,183,454
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees
pursuant to rule 24e-2 (if applicable) +
0
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus
line (ii), less line (iii), plus line (iv)] (if
applicable): $ 228,375,426
(vi) Multiplier prescribed by Section 6(b) of the
Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x
1/3300
(vii) Fee due [line
(i) or line (v) multiplied by line (vi)]: $
69,205
Instruction: Issuers
should complete lines (ii), (iii), (iv), and (v)
only if the form in being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in section
3a of the Commission's Rules of Informal and Other
Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 14, 1997
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By (Signature and Title)*
S. Elliott Cohan
Assistant Secretary
Date: February 14, 1997
* Please print the name and title of the signing officer
below the signature.
CONVERSION OF NET REDEMPTIONS ON
FORM 24F-2 TO FILING
UNDER RULE 24e-2
When a negative amount appears on line 12 - Calculation of registration fee,
(v), the following calculation should be made to determine the share
information needed to file under Rule 24e-2:
1.Total redemptions (per annual report)
2.Less:
(i) Line 10 - Form 24F-2 (share amount)
0
(ii) Line 11 - Form 24F-2 (share amount)
0
Total number of securities sold during
0
the period pursuant to Rule 24f-2
3.Shares available to register under Rule 24e-2 (a)
4.Fund's Current Net Asset Value $ (b)
5.Multiply: Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
maximum Aggregate Offering Price $
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
February 14, 1997
Federated Insurance Series
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Federated Insurance Series (`Trust'') to be filed in respect of
shares of the Trust (`Shares'') sold for the fiscal year ended December
31, 1996, pursuant to the Trust's registration statement filed with the
Securities and Exchange Commission (the `SEC'') under the Securities Act
of 1933 (File No. 33-69268) (`Registration Statement'').
In its Registration Statement, the Trust elected to register an
indefinite number of shares pursuant to the provisions of Investment
Company Act Rule 24f-2.
As counsel, I have participated in the preparation and filing of the
Trust's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the
Declaration of Trust dated September 15, 1993, (`Declaration of Trust''),
the Bylaws of the Trust and such other documents and records deemed
relevant. I have also reviewed questions of law and consulted with counsel
thereon as deemed necessary or appropriate by me for the purposes of this
opinion.
On the basis of the foregoing, it is my opinion the Shares sold for
the fiscal year ended December 31, 1996, registration of which the Rule
24f-2 Notice makes definite in number, were legally issued, fully paid and
non-assessable by the Trust.
I hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement of the
Trust and to any application or registration statement filed under the
securities laws of any of the States of the United States.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the Commonwealth of Massachusetts, and I am
expressing no opinion as to the effect of the laws of any other
jurisdiction.
Very truly yours,
/s/ S. Elliott Cohan
S. Elliott Cohan
Fund Attorney
