FEDERATED INSTITUTIONAL TRUST
485BPOS, 1996-09-26
Previous: TELE COMMUNICATIONS INC /CO/, 424B3, 1996-09-26
Next: COFFEE PEOPLE INC, SB-2/A, 1996-09-26




                                   1933 Act File No. 33-54445
                                   1940 Act File No. 811-7193

                    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.   2   ............        X

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.   3   ...........................        X

                       FEDERATED INSTITUTIONAL TRUST

            (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 September 30, 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.
       -----------------

If appropriate, check the following box:

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



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

      filed the Notice required by that Rule on                  ; or
- -----                                           -----------------
      intends to file the Notice required by that Rule on or about
               ; or
   ------------
 X    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 & Oshinsky LLP
               2101 L Street, N.W.
               Washington, DC  20037




CROSS-REFERENCE SHEET


     This Amendment to the Registration Statement of Federated
Institutional Trust, which is comprised of one portfolio:  (1) Federated
Institutional Short-Term Government Fund, is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1) Cover Page.
Item 2.   Synopsis.................(1) Summary of Fund Expenses.
Item 3.   Condensed Financial
          Information..............(1) Performance Information.
Item 4.   General Description of
          Registrant...............(1) General Information; Investment
                                   Information; Investment Objective;
                                   Investment Policies; Investment
                                   Limitations.
Item 5.   Management of the Fund...(1) Trust Information; Management of the
                                   Trust; Distribution of Fund Shares;
                                   Administration of the Fund.
Item 6.   Capital Stock and Other
          Securities...............(1) Dividends; Capital Gains;
                                   Shareholder Information; Voting Rights;
                                   Tax Information; Federal Income Tax;
                                   Pennsylvania Corporate and Personal
                                   Property Taxes.
Item 7.   Purchase of Securities Being
          Offered..................(1) Net Asset Value; Investing in the
                                   Fund; Share Purchases; Minimum
                                   Investment Required; What Shares Cost;
                                   Certificates and Confirmations.
Item 8.   Redemption or Repurchase.(1) Redeeming Shares; Telephone
                                   Redemption; Written Requests; Accounts
                                   with Low Balances.
Item 9.   Pending Legal Proceedings     None.




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

Item 10.  Cover Page...............(1) Cover Page.
Item 11.  Table of Contents........(1) Table of Contents.
Item 12.  General Information and
          History..................(1) General Information About the Fund;
                                   About Federated Investors.
Item 13.  Investment Objectives and
          Policies.................(1) Investment Objective and Policies.
Item 14.  Management of the Fund...(1) Federated Institutional Trust
                                   Management.
Item 15.  Control Persons and Principal
          Holders of Securities....(1) Fund Ownership.
Item 16.  Investment Advisory and Other
          Services.................(1) Investment Advisory Services; Other
                                   Services; Fund Administration; Transfer
                                   Agent; Custodian and Portfolio
                                   Accountant; Independent Auditors;
                                   Shareholder Services.
Item 17.  Brokerage Allocation.....(1) Brokerage Transactions.
Item 18.  Capital Stock and Other
          Securities...............(1) Not applicable.
Item 19.  Purchase, Redemption and
          Pricing of Securities
          Being Offered............(1) Purchasing Shares; Determining Net
                                   Asset Value; Redeeming Shares.
Item 20.  Tax Status...............(1) Tax Status; Massachusetts
                                   Partnership Law.
Item 21.  Underwriters.............(1) Not applicable.
Item 22.  Calculation of Performance
          Data.....................(1) Total Return; Yield; Performance
                                   Comparisons.
Item 23.  Financial Statements.....(1) Filed in Part A.




FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND

(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)

PROSPECTUS

The shares of Federated Institutional Short-Term Government Fund (the
"Fund") offered by this prospectus represent interests in a diversified
portfolio of securities which is a portfolio of Federated Institutional
Trust (the "Trust"), an open-end management investment company (a mutual
fund).

The investment objective of the Fund is current income. The Fund invests
only in U.S. government securities. Shares are sold at net asset value.

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 BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
   
The Fund has also filed a Statement of Additional Information dated
September 30, 1996, with the Securities and Exchange Commission ("SEC"). 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, which is in paper form only, or a
paper copy of this prospectus, if you have received your prospectus
electronically, free of charge by calling 1-800-341-7400. To obtain other
information or make inquiries about the Fund, contact the Fund at the
address listed in the back of this prospectus. The Statement of Additional
Information, material incorporated by reference into this document, and
other information regarding the Fund is maintained electronically with the
SEC at Internet Web site (http://www.sec.gov).
    
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 September 30, 1996

TABLE OF CONTENTS

<TABLE>
<S>                                 <C>
SUMMARY OF FUND EXPENSES             1
GENERAL INFORMATION                  2
INVESTMENT INFORMATION               2
  Investment Objective               2
  Investment Policies                2
  Portfolio Turnover                 3
  Investment Limitations             3
TRUST INFORMATION                    4
  Management of the Trust            4
  Distribution of Fund Shares        5
  Administration of the Fund         5
NET ASSET VALUE                      6
INVESTING IN THE FUND                6
  Share Purchases                    6
  Minimum Investment Required        7
  What Shares Cost                   7
  Certificates and Confirmations     7
  Dividends                          7
  Capital Gains                      7
REDEEMING SHARES                     8
  Telephone Redemption               8
  Written Requests                   8
  Accounts with Low Balances         9
SHAREHOLDER INFORMATION              9
  Voting Rights                      9
TAX INFORMATION                      9
  Federal Income Tax                 9
  State and Local Taxes              9
PERFORMANCE INFORMATION             10
STATEMENT OF ASSETS AND LIABILITIES 11
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS                12
ADDRESSES                           Inside Back Cover


SUMMARY OF FUND EXPENSES

</TABLE>
<TABLE>
<CAPTION>
                      SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <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
<CAPTION>
                          ANNUAL OPERATING EXPENSES
             (As a percentage of projected average net assets)*
<S>                                                                            <C>      <C>
Management Fee (after waiver)(1)                                                         0.00%
12b-1 Fee                                                                                None
Total Other Expenses (after expense reimbursement)                                       0.45%
  Shareholder Services Fee(2)                                                   0.00%
    Total Fund Operating Expenses(3)                                                     0.45%
</TABLE>


(1) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver of the management fee. The adviser can terminate this
    voluntary waiver at any time at its sole discretion. The maximum management
    fee is 0.40%.

(2) The Fund has no present intention of paying or accruing shareholder
    services fee during the fiscal year ending July 31, 1997. If the Fund was
    paying or accruing shareholder services fees, the Fund would be able to pay
    up to 0.25% of its average daily net assets for shareholder services fee.
    See "Trust Information."

(3) The total Fund operating expenses are estimated to be 0.89% absent the
    anticipated voluntary waiver of the management fee and the anticipated
    voluntary reimbursement of certain other operating expenses.

* Total Fund operating expenses are estimated based on average expenses
  expected to be incurred during the period ending July 31, 1997. During the
  course of this period, expenses may be more or less than the average amount
  shown.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs
and expenses, see "Trust Information" and "Investing in the Fund."
Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.
<TABLE>
<CAPTION>
<S>                                                              <C>       <C>
EXAMPLE                                                           1 YEAR    3 YEARS

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
</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.
THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING
JULY 31, 1997.
    
GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated June 9, 1994. The Declaration of Trust permits
the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities. The shares in
any one portfolio may be offered in separate classes.

Shares of the Fund are designed to give institutions a convenient means of
accumulating an interest in a professionally managed, diversified portfolio
of U.S. government securities. A minimum initial investment of $1,000,000 is
required.

Shares are currently sold and redeemed at net asset value without a sales
charge imposed by the Fund.

INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income. The investment
objective cannot be changed without the approval of shareholders. While
there is no assurance that the Fund will achieve its investment objective,
it endeavors to do so by following the investment policies described in this
prospectus.

Unless indicated otherwise, the investment policies of the Fund may be
changed by the Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change in
these policies becomes effective.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in U.S.
government securities with remaining maturities of 3-1/2 years or less. The
prices of fixed income securities fluctuate inversely to the direction of
interest rates.
   
ACCEPTABLE INVESTMENTS. The Fund 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;

* notes, bonds, and discount notes issued or guaranteed by U.S. government
  agencies and instrumentalities supported by the full faith and credit of the
  United States; and

* notes, bonds, and discount notes of other U.S. government agencies or
  instrumentalities which receive or have access to federal funding.

Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. government 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 obligations are supported by:
    
* the issuer's right to borrow an amount limited to a specific line of
  credit from the U.S. Treasury;

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

* the credit of the agency or instrumentality.

REPURCHASE AGREEMENTS. The U.S. government securities in which the Fund
invests may be purchased pursuant to repurchase agreements. Repurchase
agreements are arrangements in which banks, broker/ dealers, and other
recognized financial institutions sell U.S. government securities to the
Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or long-term basis up
to one-third of the value of its total assets to broker/dealers, banks, or
other institutional borrowers of securities. The Fund will only enter into
loan arrangements with broker/dealers, banks, or other institutions which
the adviser has determined are creditworthy under guidelines established by
the Fund's Trustees and will receive collateral equal to at least 100% of
the value of the securities loaned. There is the risk that when lending
portfolio securities, the securities may not be available to the Fund on a
timely basis and the Fund may, therefore, lose the opportunity to sell the
securities at a desirable price. In addition, in the event that a borrower
of securities would file for bankruptcy or become insolvent, disposition of
the securities may be delayed pending court action.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase
securities on a when-issued or delayed delivery basis. These transactions
are arrangements in which the Fund purchases securities with payment and
delivery scheduled for a future time. The seller's failure to complete these
transactions may cause the Fund 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 Fund may pay more/less than
the market value of the securities on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser
deems it appropriate to do so. In addition, the Fund may enter in
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 Fund may realize short-term profits
or losses upon the sale of such commitments.

INVESTING IN OTHER INVESTMENT COMPANIES. The Fund may invest up to 10% of
its assets in securities of other investment companies. It should be noted
that investment companies incur certain expenses, such as management fees,
and, therefore, any investment by the Fund in shares of other investment
companies would be subject to such duplicate expenses.

PORTFOLIO TURNOVER

The securities in the Fund's portfolio will be sold whenever the Fund's
investment adviser believes it is appropriate to do so in light of the
Fund's investment objective, without regard to the length of time a
particular security may have been held.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase
agreements (arrangements in which the Fund sells a money market or other
portfolio instrument, as applicable, for a percentage of its cash value with
an agreement to buy it back on a set date) or pledge securities except,
under certain circumstances, the Fund may borrow money up to one-third of
the value of its total assets and pledge assets as necessary to secure such
borrowings.

The above investment limitation 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 Fund will not invest more than 15% of the value 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. The
Executive Committee of the Board of Trustees handles the Board's
responsibilities between meetings of the Board.

INVESTMENT ADVISER. Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser (the "adviser"), subject to
direction by the Trustees. The adviser continually conducts investment
research and supervision for the Fund and is responsible for the purchase or
sale of portfolio instruments, for which it receives an annual fee from the
Fund.
   
ADVISORY FEES. The Fund's adviser receives an annual investment advisory fee
equal to .40% of the Fund's average daily net assets. The adviser has also
undertaken to reimburse the Fund for operating expenses in excess of
limitations established by certain states. This does not include
reimbursement to the Fund of any expenses incurred by shareholders who use
the transfer agent's subaccounting facilities.
    
ADVISER'S BACKGROUND. Federated Management, 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 Management 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 Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to
the Fund's shareholders and must place the interests of shareholders ahead
of the employees' own interest. Among other things, the codes: require
preclearance and periodic reporting of personal securities transactions;
prohibit personal transactions in securities being purchased or sold, or
being considered for purchase or sale, by the Fund; 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.

Susan M. Nason has been the Fund's portfolio manager since inception. Ms.
Nason joined Federated Investors in 1987 and has been a Vice President of
the Fund's investment adviser since 1993. Ms. Nason served as an Assistant
Vice President of the investment adviser from 1990 until 1992. Ms. Nason is
a Chartered Financial Analyst and received her M.S. in Industrial
Administration from Carnegie Mellon University.

Joseph M. Balestrino has been the Fund's portfolio manager since August
1995. Mr. Balestrino joined Federated Investors in 1986 and has been a Vice
President of the Fund's investment adviser since 1995. Mr. Balestrino served
as an Assistant Vice President of the investment adviser from 1991 to 1995.
Mr. Balestrino is a Chartered Financial Analyst and received his Master's
Degree in Urban and Regional Planning from the University of Pittsburgh.
    
DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the
Fund. 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.
   
State securities laws may require certain financial institutions such as
depository institutions to register as dealers.
    
ADMINISTRATION OF THE FUND
   
ADMINISTRATIVE SERVICES. Federated Services Company, a subsidiary of
Federated Investors, provides administrative personnel and services
(including certain legal and financial reporting services) necessary to
operate the Fund. Federated Services Company provides these at an annual
rate which relates to the average aggregate daily net assets of all funds
advised by subsidiaries of Federated Investors as specified below:
<TABLE>
<CAPTION>
      MAXIMUM                  AVERAGE AGGREGATE
ADMINISTRATIVE FEE              DAILY NET ASSETS
    <C>              <S>
     0.15%                 on the first $250 million
     0.125%                on the next $250 million
     0.10%                 on the next $250 million
     0.075%          on assets in excess of $750 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 Services Company may choose voluntarily to waive a portion of its
fee.

SHAREHOLDER SERVICES. The Fund has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, under which the Fund may make payments up to .25% of the average
daily net asset value of the Fund shares, computed at an annual rate, to
obtain certain personal services for shareholders and to maintain
shareholder accounts. From time to time and for such periods as deemed
appropriate, the amount stated above may be reduced voluntarily. Under the
Shareholder Services Agreement, 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 Fund and Federated Shareholder Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments
made pursuant to the Shareholder Services Agreement, Federated Securities
Corp. and Federated Shareholder Services, from their own assets, may pay
financial institutions supplemental fees for the performance of substantial
sales services, distribution-related support services, or shareholder
services. The support may include sponsoring sales, educational and training
seminars for their employees, providing sales literature, and engineering
computer software programs that emphasize the attributes of the Fund. Such
assistance will be predicated upon the amount of shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made
by the distributor may be reimbursed by the Fund's investment adviser or its
affiliates.
    
NET ASSET VALUE

The Fund's net asset value per share fluctuates. The net asset value for
shares is determined by adding the interest of the shares in the market
value of all securities and other assets of the Fund, subtracting the
interest of the shares in the liabilities of the Fund and those attributable
to shares, and dividing the remainder by the total number of shares
outstanding.

INVESTING IN THE FUND

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased either by wire or mail.

To purchase shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone.
The Fund reserves the right to reject any purchase request.
   
BY WIRE. To purchase shares by Federal Reserve wire, call the Fund before
4:00 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) on the next business day following the order. Federal funds
should be wired as follows: Federated Shareholder Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts; Attention:
EDGEWIRE; For Credit to: Federated Institutional Short-Term Government Fund;
Fund Number (this number can be found on the account statement or by
contacting the Fund); Group Number or Wire 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.

BY MAIL. To purchase shares by mail, send a check made payable to Federated
Institutional Short-Term Government Fund to: Federated Shareholder Services
Company, P.O. Box 8600, Boston, Massachusetts 02266-8600. Orders by mail are
considered received after payment by check is converted by State Street Bank
and Trust Company ("State Street Bank") into federal funds. This is normally
the next business day after State Street Bank receives the check.
    
MINIMUM INVESTMENT REQUIRED

The minimum initial investment in shares is $1,000,000. An institutional
investor's minimum investment will be calculated by combining all accounts
it maintains with the Fund. Accounts established through a non-affiliated
bank or broker may be subject to a smaller minimum investment.

WHAT SHARES COST
   
Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who
purchase shares through a financial intermediary may be charged a service
fee by that financial intermediary.
    
The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value
of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

CERTIFICATES AND CONFIRMATIONS
   
As transfer agent for the Fund, Federated Shareholder Services Company
maintains a share account for each shareholder. Share certificates are not
issued unless requested by contacting the Fund.
    
Detailed confirmations of each purchase or redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during
the month.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are declared just
prior to determining net asset value. If an order for shares is placed on
the preceding business day, shares purchased by wire begin earning dividends
on the business day wire payment is received by the Fund. If the order for
shares and payment by wire are received on the same day, shares begin
earning dividends on the next business day. Shares purchased by check begin
earning dividends on the business day after the check is converted by the
transfer agent into federal funds. Dividends are automatically reinvested on
payment dates in additional shares unless cash payments are requested by
contacting the Fund.

CAPITAL GAINS

Capital gains realized by the Fund, if any, will be distributed at least
once every 12 months.
   
REDEEMING SHARES

The Fund redeems shares at their net asset value next determined after the
Fund receives the redemption request. Redemptions will be made on days on
which the Fund computes its net asset value. Investors who redeem shares
through a financial intermediary may be charged a service fee by that
financial intermediary. Redemption requests must be received in proper form
and can be made by telephone request or by written request.

TELEPHONE REDEMPTION

Shareholders may redeem their shares by telephoning the Fund before 4:00
p.m. (Eastern time). Telephone redemption instructions may be recorded. All
proceeds will normally be wire transferred the following business day, but
in no event more than seven days, to the shareholder's account at a domestic
commercial bank that is a member of the Federal Reserve System. 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. If at any time, the Fund shall determine
it necessary to terminate or modify this method of redemption, shareholders
would be promptly notified.
    
An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

In the event of drastic economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should
occur, another method of redemption, such as written requests, should be
considered. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

WRITTEN REQUESTS
   
Shares may be redeemed in any amount by mailing a written request to:
Federated Shareholder Services Company, P.O. Box 8600, Boston, Massachusetts
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: Federated Institutional Trust - Federated
Institutional Short-Term Government Fund; the account name as registered
with the Fund; 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 Fund, 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 Fund does not accept signatures guaranteed by a
notary public.
    
ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000,000. This
requirement does not apply, however, if the balance falls below $1,000,000
because of changes in the Fund's net asset value.

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.

SHAREHOLDER INFORMATION

VOTING RIGHTS
   
Each share of the Fund gives the shareholder one vote in Trustee elections
and other matters submitted to shareholders for vote. As a Massachusetts
business trust, the Trust is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in
the Trust's or the Fund's operation and for the election of Trustees under
certain circumstances. As of September 3, 1996, Federated Management,
Pittsburgh, Pennsylvania, owned 99.84% of the voting securities of the Fund,
and, therefore, may, for certain purposes, be deemed to control the Fund and
be able to affect the outcome of certain matters presented for a vote of
shareholders.
    
Trustees may be removed by the Trustees or by shareholders at a special
meeting. A special meeting of the shareholders for this purpose shall be
called by the Trustees upon the written request of shareholders owning at
least 10% of the outstanding shares of the Trust entitled to vote.

TAX INFORMATION

FEDERAL INCOME TAX

The Fund 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

The Fund will limit its investments to those which, if owned directly, pay
interest exempt from state personal income tax. However, under the laws of
some states, the net investment income distributed by the Fund may be
taxable to shareholders. 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 Fund advertises its total return and yield. Total
return represents the change, over a specified period of time, in the value
of an investment in the Fund after reinvesting all income and capital gain
distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.

The yield of the Fund is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by
the Fund over a thirty-day period by the maximum offering price per share of
the Fund on the last day of the period. This number is then annualized using
semi-annual compounding. The yield does not necessarily reflect income
actually earned by the Fund and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.
   
The Fund is sold without any sales charge or other similar non-recurring
charges.
    
From time to time, advertisements for the Fund may refer to ratings,
rankings, and other information in certain financial publications and/or
compare the Fund's performance to certain indices.
FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
STATEMENT OF ASSETS AND LIABILITIES
   
JULY 31, 1996
<TABLE>
<S>                                                                           <C>        <C>
ASSETS:
Total investments in securities, at amortized cost and value
(identified and tax cost $95,000)                                                         $  95,000
Cash                                                                                          5,914
  Total assets                                                                              100,914
LIABILITIES:
Income distribution payable                                                    $ 408
Accrued expenses                                                                 343
Total liabilities                                                                               751
Net Assets for 10,016 shares outstanding                                                  $ 100,163
NET ASSET CONSISTS OF:
Paid in capital                                                                             100,163
Total net assets                                                                          $ 100,163
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
$100,163 / 10,016 shares outstanding                                                         $10.00
</TABLE>

Notes:

(1) Federated Institutional Trust (the "Trust") was established as a
  Massachusetts business trust under a Declaration of Trust dated June 9,
  1994, and has no operations since that date other than those relating to
  organizational matters, including the issuance on August 25, 1994 of 15
  shares of the Federated Institutional Short-Term Government Fund (the
  "Fund") at $10.00 per share to Federated Administrative Services, the
  Administrator to the Fund. For the period from August 15, 1994 (start of
  business) to July 31, 1996, net investment income was distributed in cash or
  in reinvested shares to the Fund's Administrator. Organizational and
  start-up administrative services expenses incurred by the Fund, estimated at
  $64,350 were borne initially by the Administrator. The Fund has agreed to
  reimburse the Administrator for the organizational and start-up
  administrative expenses during the five-year period following September 13,
  1994 (date the Fund became effective).
    
(2) Reference is made to "Management of the Trust," "Administration of the
  Fund," and "Tax Information," in this Prospectus for a description of the
  investment advisory fee, administration and other services and other federal
  tax aspects of the Fund.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Board of Trustees and Shareholders of
FEDERATED INSTITUTIONAL TRUST:
   
We have audited the accompanying statement of assets and liabilities of
Federated Institutional Short-Term Government Fund as of July 31, 1996. This
statement of assets and liabilities is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this statement of
assets and liabilities 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 statement of assets and
liabilities is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of assets and liabilities. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall statement of assets and liabilities
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the statement of assets and liabilities presents fairly, in
all material respects, the net assets of Federated Institutional Short-Term
Government Fund as of July 31, 1996, in conformity with general accepted
accounting principles.

                                                          ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
August 28, 1996
    
ADDRESSES

            Federated Institutional        Federated Investors Tower
            Short-Term Government Fund     Pittsburgh, Pennsylvania 15222-3779

Distributor
            Federated Securities Corp.     Federated Investors Tower
                                           Pittsburgh, Pennsylvania 15222-3779

Investment Adviser
            Federated Management           Federated Investors Tower
                                           Pittsburgh, Pennsylvania 15222-3779

Custodian
            State Street Bank and          P.O. Box 8600
            Trust Company                  Boston, Massachusetts 02266-8600
   
Transfer Agent and Dividend Disbursing Agent
            Federated Shareholder          P.O. Box 8600
            Services Company               Boston, Massachusetts 02266-8600
    
Independent Auditors
            Ernst & Young LLP              One Oxford Centre
                                           Pittsburgh, Pennsylvania 15219

FEDERATED
INSTITUTIONAL SHORT-TERM
GOVERNMENT FUND

PROSPECTUS

A Diversified Portfolio of
Federated Institutional Trust
An Open-End, Diversified
Management Investment Company
   
Prospectus dated September 30, 1996

[GRAPHIC]

Cusip 31420B102
G00352-01 (9/96)
    






              FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
                (A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
                     STATEMENT OF ADDITIONAL INFORMATION
       
    This Statement of Additional Information should be read with the
    prospectus of Federated Institutional Short-Term Government Fund (the
    `Fund''), a portfolio of Federated Institutional Trust (the ``Trust'')
    dated September 30, 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
    1-800-341-7400.
        
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
                                        
                      Statement dated September 30, 1996
                                         
Federated Securities Corp. is the distributor of the Fund
and is a subsidiary of Federated Investors.
Cusip 31420B102
G00352-02 (9/96)



Table of Contents

GENERAL INFORMATION ABOUT THE FUND                  1

INVESTMENT OBJECTIVE AND POLICIES                   1

 TYPES OF INVESTMENTS                               1
 REVERSE REPURCHASE AGREEMENTS                      1
 WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS      1
 REPURCHASE AGREEMENTS                              1
 PORTFOLIO TURNOVER                                 1
INVESTMENT LIMITATIONS                              2

FEDERATED INSTITUTIONAL TRUST MANAGEMENT            3

 FUND OWNERSHIP                                     7
 TRUSTEES COMPENSATION                              7
 TRUSTEE LIABILITY                                  8
INVESTMENT ADVISORY SERVICES                        8

 ADVISER TO THE FUND                                8
 ADVISORY FEES                                      8
 OTHER RELATED SERVICES                             9
OTHER ADMINISTRATION                                9

 FUND ADMINISTRATION                                9
 CUSTODIAN AND PORTFOLIO ACCOUNTANT                 9
 TRANSFER AGENT                                     9
 INDEPENDENT AUDITORS                               9
SHAREHOLDER SERVICES                                9

BROKERAGE TRANSACTIONS                             10
                                                                     I



Table of Contents

PURCHASING SHARES                                  10

 CONVERSION TO FEDERAL FUNDS                       10
DETERMINING NET ASSET VALUE                        10

 DETERMINING MARKET VALUE OF SECURITIES            10
REDEEMING SHARES                                   11

 REDEMPTION IN KIND                                11
MASSACHUSETTS PARTNERSHIP LAW                      11

TAX STATUS                                         11

 THE FUND'S TAX STATUS                             11
 SHAREHOLDERS' TAX STATUS                          11
TOTAL RETURN                                       12

YIELD                                              12

PERFORMANCE COMPARISONS                            12

 ECONOMIC AND MARKET INFORMATION                   13
 DURATION                                          13
ABOUT FEDERATED INVESTORS                          13

 MUTUAL FUND MARKET                                13





                                                                     II


GENERAL INFORMATION ABOUT THE FUND

Federated Institutional Short-Term Government Fund is a portfolio of
Federated Institutional Trust (the "Trust"). The Trust was established as a
Massachusetts business trust under a Declaration of Trust dated June 9,
1994.
INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is current income. The Fund's investment
objective cannot be changed without approval of shareholders. Unless
otherwise indicated, the investment policies described below may be changed
by the Board of Trustees ("Trustees") without shareholder approval.
Shareholders will be notified before any material change in these policies
becomes effective.
TYPES OF INVESTMENTS
The Fund invests only in U.S. government securities with remaining
maturities of 3-1/2 years or less.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for the instrument's market value in cash, and agrees that on a
stipulated date in the future the Fund will repurchase the portfolio
instrument by remitting the original consideration plus interest at an
agreed upon rate. The use of reverse repurchase agreements may enable the
Fund to avoid selling portfolio instruments at a time when a sale may be
deemed to be disadvantageous, but the ability to enter into reverse


repurchase agreements does not ensure that the Fund will be able to avoid
selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund, in
a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked to
market daily and are maintained until the transaction is settled.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the
Fund sufficient to make payment for the securities to be purchased are
segregated on the Fund`s records at the trade date. These assets are marked
to market daily and are maintained until the transaction has been settled.
The Fund 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 Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily.
To the extent that the original seller does not repurchase the securities
from the Fund, the Fund could receive less than the repurchase price on any
sale of such securities. In the event that such a defaulting seller filed
for bankruptcy or became insolvent, disposition of such securities by the
Fund might be delayed pending court action. The Fund believes that under
the regular procedures normally in effect for custody of the Fund's
portfolio securities subject to repurchase agreements, a court of competent
jurisdiction would rule in favor of the Fund and allow retention or
disposition of such securities. The Fund will only enter into repurchase


agreements with banks and other recognized financial institutions such as
broker/dealers which are deemed by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Trustees.
PORTFOLIO TURNOVER
   
The Fund will not attempt to set or meet a portfolio turnover rate since
any turnover would be incidental to transactions undertaken in an attempt
to achieve the Fund's investment objective.  The Fund's portfolio turnover
rates for the fiscal year ended July 31, 1996, and the period from August
15, 1994, (start of business) to July 31, 1995, were 0% and 0%,
respectively.
    
INVESTMENT LIMITATIONS

  SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities
     on margin but may obtain such short-term credits as may be necessary
     for clearance of purchases and sales of securities.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except that the Fund may
     borrow money in amounts up to one-third of the value of its total
     assets, including the amount borrowed. The Fund will not borrow money
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure to facilitate management of the portfolio by
     enabling the Fund to, for example, meet redemption requests when the
     liquidation of portfolio securities is deemed to be inconvenient or
     disadvantageous. The Fund will not purchase any securities while
     borrowings in excess of 5% of the value of its total assets are
     outstanding.


  PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except
     to secure permitted borrowings. In those cases, it may mortgage,
     pledge, or hypothecate assets having a market value not exceeding 15%
     of the value of total assets at the time of the borrowing.
  CONCENTRATION OF INVESTMENTS
     The Fund will not invest 25% or more of the value of its total assets
     in any one industry. However, investing in U.S. government obligations
     shall not be considered investments in any one industry.
  DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total
     assets, the Fund will not purchase securities issued by 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 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 such issuer.
  INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, including limited
     partnership interests, although it may invest in the securities of
     companies whose business involves the purchase or sale of real estate
     or in securities which are secured by real estate or interests in real
     estate.
  INVESTING IN COMMODITIES
     The Fund will not purchase or sell commodities, commodity contracts,
     or commodity futures contracts.


  UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may
     be deemed to be an underwriter under the Securities Act of 1933 in
     connection with the sale of securities which the Fund may purchase
     pursuant to its investment objective, policies, and limitations.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities.
     This shall not prevent the Fund from purchasing or holding U.S.
     government obligations, entering into repurchase agreements, or
     engaging in other transactions where permitted by the Fund's
     investment objective, policies and limitations or the Trust's
     Declaration of Trust.
     The above limitations cannot be changed without shareholder approval.
     The following limitations 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 Fund will not invest more than 10% of its total assets in
     securities subject to restrictions on resale under the Securities Act
     of 1933, except for restricted securities which meet the criteria for
     liquidity as established by the Board of Trustees.
  INVESTING IN ILLIQUID SECURITIES
     The Fund will not invest more than 15% of the value of its net assets
     in illiquid securities, including repurchase agreements providing for
     settlement in more than seven days after notice and certain restricted
     securities not determined by the Trustees to be liquid.


  INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, except it may purchase
     the securities of issuers which invest or sponsor such programs.
  INVESTING IN NEW ISSUERS
     The Fund 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 IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
  OF THE TRUST
     The Fund will not purchase or retain the securities of any issuer if
     the officers and Trustees of the Trust or the Fund's investment
     adviser owning individually more than 1/2 of 1% of the issuer's
     securities together own more than 5% of the issuer's securities.
     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 restriction.
  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will not own more than 3% of the total outstanding stock of
     any investment company; will not invest more than 5% of its total
     assets in any one investment company, or invest more than 10% of its
     total assets in investment companies in general. The Fund will
     purchase securities of closed-end investment companies only in open
     market transactions involving only customary broker's commissions.
     However, these limitations are not applicable if the securities are
     acquired in a merger, consolidation, or acquisition of assets. While
     it is the Fund's policy to waive its investment advisory fees on


     assets invested in securities of other open-end investment companies,
     it should be noted that investment companies incur certain expenses,
     such as management fees, and, therefore, any investment by a fund in
     shares of another investment company would be subject to such
     duplicate expenses. The Fund will invest in other investment companies
     primarily for the purpose of investing its short-term cash on a
     temporary basis. The adviser will waive its investment advisory fee on
     assets invested in securities of open-end investment companies.
The Fund does not expect to borrow money or invest in reverse repurchase
agreements in excess of 5% of the value of its net assets during the coming
fiscal year.
For purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus, and
undivided profits in excess of $100,000,000 at the time of investment to be
"cash items."
FEDERATED INSTITUTIONAL TRUST MANAGEMENT
Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Institutional Trust  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.; 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 or Trustee 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 or Trustee 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 or Trustee 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 or
Trustee 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 or Trustee of the Funds.







Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Shareholder, Miller, Ament, Henny & Kochuba; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director or Trustee 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
or Trustee of the Funds; formerly, President, State Street Bank and Trust
Company and State Street Boston Corporation.


Gregor F. Meyer
Miller, Ament, Henny & Kochuba


205 Ross Street
Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Shareholder, Miller, Ament, Henny & Kochuba; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director or
Trustee 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 or Trustee 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 or Trustee 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 or Trustee 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.


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 Shareholder Services Company, and
Federated Shareholder Services; Director, Federated Services Company;
President or Executive Vice President of the Funds; Director or Trustee of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
Trustee 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 Shareholder Services Company; 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, Secretary and Treasurer
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 Shareholder Services Company; Director, Federated
Services Company; President and Trustee, Federated Shareholder Services;
Director, Federated Securities Corp.; Executive Vice President, Secretary
and Treasurer of the Funds.





Richard B. Fisher
Federated Investors Tower


Pittsburgh, PA
Birthdate:  May 17, 1923
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.


* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.
@ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the  responsibilities of the Board between meetings of
the Board.
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 Group of
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; 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 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: 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; Federated Insurance 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 Obligation; The Virtus
Funds; and World Investment Series, Inc.
    
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding shares.
   
As of September 3, 1996, one shareholder of record owned 5% or more of the
outstanding shares of the Fund:  Federated Management, Pittsburgh,
Pennsylvania owned approximately 10,000 shares (99.84%).
    
TRUSTEES' COMPENSATION
                  AGGREGATE
NAME ,          COMPENSATION
POSITION WITH       FROM            TOTAL COMPENSATION PAID
TRUST               TRUST *#        FROM FUND COMPLEX +


   

John F. Donahue  $0        $ 0 for the Trust and
Chairman and Trustee          54 other investment companies in the Fund
Complex
Thomas G. Bigley++         $   999.60   $86,331 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex
John T. Conroy, Jr.,       $1,099.65    $115,760 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex
William J. Copeland,       $1,099.65    $115,760 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex
James E. Dowd,   $1,099.65 $115,760 for the Trust  and
Trustee                    54 other investment companies in the Fund
Complex
Lawrence D. Ellis, M.D.,   $   999.60   $104,898 for the Trust  and
Trustee                    54 other investment companies in the Fund
Complex
Edward L. Flaherty, Jr.,   $1,099.65    $115,760 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex
Peter E. Madden, $   999.60   $104,898 for the Trust  and
Trustee                    54 other investment companies in the Fund
Complex
Gregor F. Meyer, $   999.60   $104,898 for the Trust  and
Trustee                    54 other investment companies in the Fund
Complex


John E. Murray, Jr.,       $   999.60   $104,898 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex
Wesley W. Posvar,$   999.60   $104,898 for the Trust and
Trustee                    54 other investment companies in the Fund
Complex
Marjorie P. Smuts,         $   999.60   $104,898 for the Trust  and
Trustee                    54 other investment companies in the Fund
Complex


*Information is furnished for the fiscal year ended July 31, 1996.
#The aggregate compensation is provided for the Trust which is comprised of
one 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 Trust's 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

ADVISER TO THE FUND
The Fund's investment adviser is Federated Management (the "adviser"). It
is a subsidiary of Federated Investors. All of 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, the Fund, or any shareholder
of the Fund 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 Management receives an annual
investment advisory fee as described in the prospectus.  For the fiscal
year ended July 31, 1996, and the period from August 15, 1994, (start of
business) to July 31, 1995, the adviser earned $0 and $0, respectively.
    
  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 Fund'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 Fund for its expenses over the limitation.
     If the Fund'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 fee.
     This arrangement is not part of the advisory contract and may be
     amended or rescinded in the future.
OTHER RELATED SERVICES
Affiliates of the adviser may, from time to time, provide certain
electronic equipment and software to institutional customers in order to
facilitate the purchase of shares of funds offered by Federated Securities
Corp.
OTHER SERVICES

FUND ADMINISTRATION
   
Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in
the prospectus. From August 15, 1994 to March 1, 1996, Federated
Administrative Services served as the Fund's administrator. The former
Administrator is a subsidiary of Federated Investors.  For purposes of this
Statement of Additional Information, Federated Services Company and
Federated Administrative Services may hereinafter collectively be referred
to as the "Administrators." For the fiscal year ended July 31, 1996 and the
period from August 15, 1994 (start of business) to July 31, 1995, the
Administrators earned $0 and $0, respectively, none of which was waived.


    
CUSTODIAN AND PORTFOLIO ACCOUNTANT
State Street Bank and Trust Company, Boston, Massachusetts, is custodian
for the securities and cash of the Fund.  Federated Services Company,
Pittsburgh, Pennsylvania, provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments.  The fee paid
for this service is based upon the level of the Fund's average net  assets
for the period plus out-of-pocket expenses.
TRANSFER AGENT
Federated Services Company, through its registered transfer agent,
Federated Shareholder Services Company, maintains all necessary shareholder
records. For its services, the transfer agent receives a fee based upon the
size, type and number of accounts and transactions made by shareholders.
INDEPENDENT AUDITORS
The independent auditors for the Fund are Ernst & Young LLP, Pittsburgh,
Pennsylvania.
SHAREHOLDER SERVICES

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
to maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash


balances; 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 Fund 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 year ended July 31, 1996, and the period August 15, 1994
(start of buisness) to July 31, 1995,  the Fund paid $0  and $0,
respectively, pursuant to the Shareholder Services Agreement of which $0
and $0 were waived.
    


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
Fund 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 Fund 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 year ended July 31, 1996 and the
period from August 15, 1994 (start of business) to July 31, 1995, the Fund
paid $0 and $0, respectively,  in brokerage commissions.
    
Although investment decisions for the Fund are made independently from
those of the other accounts managed by the adviser, investments of the type
the Fund may make may also be made by those other accounts.  When the Fund
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 Fund or
the size of the position obtained or disposed of by the Fund.  In other
cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.


PURCHASING SHARES

Shares are sold at their net asset value without a sales charge on days the
New York Stock Exchange is open for business. The procedure for purchasing
shares is explained in the prospectus under "Investing in Shares."
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be
in federal funds or be converted into federal funds. State Street Bank acts
as the shareholder's agent in depositing checks and converting them to
federal funds.
DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset
value is calculated by the Fund are described in the prospectus. Net asset
value will not be calculated on days on which the New York Stock Exchange
is closed.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as follows:
   o according to the mean between the over-the-counter bid and asked
     prices provided by an independent pricing service, if available, or at
     fair value as determined in good faith by the Fund's Board of
     Trustees; or
   o for short-term obligations with remaining maturities of less than 60
     days at the time of purchase, at amortized cost unless the Board of
     Trustees determines that particular circumstances of the security
     indicate otherwise.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:


   o yield;
   o quality;
   o coupon rate;
   o maturity;
   o type of issue;
   o trading characteristics; and
   o other market data.
REDEEMING SHARES

The Fund redeems shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares". Although the transfer agent does not
charge for telephone redemptions, the transfer agent's bank reserves the
right to charge a fee for the cost of wire-transferred redemptions of less
than $5,000.
REDEMPTION IN KIND
Although the Trust intends to redeem shares in cash, it reserves the right
under certain circumstances to pay the redemption price in whole or in part
by a distribution of securities from the Fund's portfolio. To the extent
available, such securities will be readily marketable.
Redemption in kind will be made in conformity with applicable Securities
and Exchange Commission rules, taking such securities at the same value
employed in determining net asset value and selecting the securities in a
manner the Trustees determine to be fair and equitable.
The Trust has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940 under which the Fund is obligated to redeem shares for
any one shareholder in cash only up to the lesser of $250,000 or 1% of the
Fund's net asset value during any 90-day period.


Redemption in kind is not as liquid as a cash redemption. If redemption is
made in kind, shareholders receiving their securities and selling them
before their maturity could receive less than the redemption value of their
securities and could incur certain transaction costs.
   
MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders of the Fund, 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 that
the Trust or its Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder is held personally liable for the
Trust's obligations, the Trust is required 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 on behalf of the Fund. Therefore, financial loss resulting
from liability as a shareholder of the Fund will occur only if the Trust
itself cannot meet its obligations to indemnify shareholders and pay
judgments against them from the assets of the Fund.
    
TAX STATUS

THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment


afforded to such companies. To qualify for this treatment, the Fund must,
among other requirements:
   o derive at least 90% of its gross income from dividends, interest, and
     gains from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities
     held less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned
     during the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital
gains received as cash or additional shares. No portion of any income
dividend paid by the Fund is eligible for the dividends received deduction
available to corporations. These dividends, and any short-term capital
gains, are taxable as ordinary income.
  CAPITAL GAINS
     Long-term capital gains distributed to shareholders will be treated as
     long-term capital gains regardless of how long shareholders have held
     Fund shares.
TOTAL RETURN

   
The Fund's average annual total return for the fiscal year ended July 31,
1996, was 0%.
The Fund's cumulative total return for the period August 15, 1994 (start of
business) to July 31, 1996, was 0%.
    


Cumulative total return reflects the Fund's total performance over a
specific period of time.  The Fund's cumulative total return is
representative of only eleven months of fund activity.
The average annual total return for the Fund 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 maximum offering price 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, less
any applicable sales load, adjusted over the period by any additional
shares, assuming the reinvestment of all dividends and distributions.
YIELD

   
The Fund's yield for the thirty-day period ended July 31, 1996, was 0%.
    
The yield for the Fund is determined by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by
the Fund over a thirty-day period by the maximum offering price per share
of the Fund on the last day of the period. This value is then annualized
using semi-annual compounding. This means that the amount of income
generated during the thirty-day period is assumed to be generated each
month over a twelve-month period and is reinvested every six months. The
yield does not necessarily reflect income actually earned by the Fund
because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.


To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the
Fund, performance will be reduced for those shareholders paying those fees.
PERFORMANCE COMPARISONS

The performance of the Fund depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's expenses; and
   o various other factors.
The Fund's performance fluctuates on a daily basis largely because net
earnings and offering price per share fluctuate daily. Both net earnings
and net asset value per share are factors in the computation of yield and
total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund'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 Fund
uses in advertising may include:
   o LIPPER ANALYTICAL SERVICES, INC. ranks funds in various categories by
     making comparative calculations using total return. Total return
     assumes the reinvestment of all capital gains distributions and income
     dividends and takes into account any change in net asset value over a
     specific period of time. From time to time, the Fund will quote its


     Lipper ranking in the "short-term U.S. government funds" category in
     advertising and sales literature.
   o MERRILL LYNCH 2-YEAR TREASURY INDEX is comprised of the most recently
     issued 2-year Treasury notes. Index returns are calculated as total
     returns for periods of one, three, six and twelve months as well as
     year-to-date.
   o MORNINGSTAR, INC., an independent rating service, is the publisher of
     the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
     1,000 NASDAQ-listed mutual funds of all types, according to their
     risk-adjusted returns. The maximum rating is five stars, and ratings
     are effective for two weeks.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on nonstandardized base periods. The total
return represents the historic change in the value of an investment in the
Fund based on reinvestment of dividends over a specified period of time.
   
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment.  In addition, the Fund can
compare its performance, or performance for the types of securities in
which it invests, to a variety of other investments, such as bank savings
accounts, certificates of deposit, and Treasury bills.
ECONOMIC AND MARKET INFORMATION
Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market.  Such discussions may take the form of commentary on
these developments by  Fund portfolio managers and their views and analysis


on how such developments could affect the Fund.  In addition, advertising
and sales literature may quote statistics and give general information
about the mutual fund industry, including the growth of the industry, from
sources such as the Investment Company Institute.
    
DURATION
Duration is a commonly used measure of the potential volatility in the
price of a bond, or other fixed income security, or in a portfolio of fixed
income securities, prior to maturity. Volatility is the magnitude of the
change in the price of a bond relative to a given change in the market rate
of interest. A bond's price volatility depends on three primary variables:
the bond's coupon rate; maturity date; and the level of market yields of
similar fixed income securities. Generally, bonds with lower coupons or
longer maturities will be more volatile than bonds with higher coupons or
shorter maturities. Duration combines these variables into a single
measure.
Duration is calculated by dividing the sum of the time-weighted present
values of the cash flows of a bond or bonds, including interest and
principal payments, by the sum of the present values of the cash flows.
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.  These traders
handle trillions of dollars in annual trading volume.
In the government sector, as of December 31, 1995, Federated managed 9
mortgage-backed, 5 government/agency and 17 government money market mutual
funds, with assets approximating $7.7 billion, $1.7 billion and $20.9
billion, respectively. Federated trades approximately $300 million in U.S.
government and mortgage-backed securities daily and places approximately
$13 billion in repurchase agreements each day. Federated introduced the
first U.S. government fund to invest in U.S. government bond securities in
1969. Federated has been a major force in the short- and intermediate-term
government markets since 1982 and currently manages nearly $10 billion in
government funds within these maturity ranges.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and
high yield corporate bond management while William D. Dawson, Executive
Vice President, oversees Federated's domestic fixed income management.
Henry A. Frantzen, Executive Vice President, oversees the management of
Federated's 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 $3 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.
     Federated's service to financial professionals and institutions has
earned it high rankings in several DALBAR    Surveys.  The marketing effort
to these firms is headed by James F. Getz, President, Broker/Dealer
Division.
    


* SOURCE: Investment Company Institute









PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements (Filed in Part A)
          (b)  Exhibits:
                (1) Conformed Copy of Amended Declaration of Trust of the
                    Registrant;(2)
                (2) Copy of Amended By-Laws of the Registrant;(2)
                (3) Not applicable;
                (4) Copy of Specimen Certificate for Shares of Beneficial
                    Interest of the Registrant;(2)
                (5) Conformed Copy of Investment Advisory Contract of the
                    Registrant;(3)
                (6) (i)  Conformed Copy of of Distributor's Contract of
                         the Registrant;(3)
                    (ii) The Registrant hereby incorporates the conformed
                         copy of the specimen Mutual Funds Sales and


                         Service Agreement; Mutual Funds Service Agreement
                         and Plan Trustee/Mutual Funds Service Agreement
                         from Item 24(b)6 of the Cash Trust Series II
                         Registration Statement on Form N-1A, filed with
                         the Commission on July 24, 1995. (File Nos. 33-
                         38550 and 811-6269);
                (7) Not applicable;
                (8) Conformed Copy of Custodian Agreement of the
                    Registrant;(3)
                (9) (i)  Conformed Copy of Fund Accounting, Shareholder
                         Recordkeeping, and Custody Services Procurement
                         Agreement of the Registrant;(3)
                    (ii) Conformed Copy of Administrative Services
                         Agreement;(2)
                    (iii)Conformed Copy of Shareholder Services
                         Agreement;(2)
                    (iv) The responses described in Item 24(b)6 are hereby
                         incorporated by reference;
               (10) Conformed Copy of Opinion and Consent of Counsel as to
                    legality of shares being registered;(2)
               (11) Conformed Copy of Consent of Independent Auditors;+
               (12) Not applicable;
               (13) Conformed Copy of Initial Capital Understanding;(2)



+    All exhibits have been filed electronically.


1.   Response is incorporated by reference to Registrant's Initial
     Registration Statement on Form N-1A filed July 6, 1994. (File Nos. 33-
     54445 and 811-7193).
2.   Response is incorporated by reference to Registrant's Registration
     Statement on Form N-1A filed August 26, 1994.  (File Nos. 33-54445 and
     811-7193).
3.   Response is incorporated by reference to Registrant's Registration
     Statement on Form N-1A filed September 22, 1995.  (File Nos. 33-54445
     and 811-7193).


               (14) Not applicable;
               (15) Not applicable;
               (16) Not applicable;
               (17) Copy of Financial Data Schedule;+
               (18) Conformed Copy of Power of Attorney;+


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

          None

Item 26.  Number of Holders of Securities:

                                        Number of Record Holders
          Title of Class                as of September 3, 1996
          Shares of
          beneficial interest


          (no par value)

          Federated Institutional
          Short-Term Government Fund              6

Item 27.  Indemnification:(2.)

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 Management -
             Officers and Trustees."  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, Henry A. Frantzen, J. Thomas Madden and
             Mark L. Mallon, Executive Vice Presidents; Henry J. Gailliot,
             Senior Vice President-Economist; Peter R. Anderson and J.
             Alan Minteer, Senior Vice Presidents; J. Scott Albrecht,
             Randall A. Bauer, David A. Briggs, Jonathan C. Conley,
             Deborah A. Cunningham, Michael P. Donnelly, Mark E. Durbiano,


             Kathleen M. Foody-Malus, Thomas M. Franks, Edward C.
             Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W.
             McGonigle, Susan M. Nason, Mary Jo Ochson, Robert J.
             Ostrowski, Frederick L. Plautz, Jr., Charles A. Ritter, James
             D. Roberge, Sandra L. Weber and Christopher H. Wiles, Vice
             Presidents; Edward C. Gonzales, Treasurer, and John W.
             McGonigle, Secretary.  The business address of each of the
             Officers of the investment adviser is Federated Investors
             Tower, Pittsburgh, PA 15222-3779.  These individuals are also
             officers of a majority of the investment advisers to the
             Funds listed in Part B of this Registration Statement.




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: 111 Corcoran Funds; Annuity
          Management Series; Arrow Funds; Automated Government Money Trust;
          BayFunds; 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;
          Federated Adjustable Rate U.S. Government Fund, Inc.; Federated
          American Leaders Fund, Inc.; Federated ARMs Fund; Federated
          Equity Funds; Federated Equity Income Fund, Inc.; Federated Fund
          for U.S. Government Securities, Inc.; Federated GNMA Trust;


          Federated Government Income Securities, Inc.; Federated
          Government Trust; Federated High Income Bond Fund, Inc.;
          Federated High Yield Trust; Federated Income Securities Trust;
          Federated Income Trust; Federated Index Trust; Federated
          Institutional Trust; Federated Insurance Series; Federated
          Investment Portfolios; Federated Investment Trust; Federated
          Master Trust; Federated Municipal Opportunities Fund, Inc.;
          Federated Municipal Securities Fund, Inc.; Federated Municipal
          Trust; Federated Short-Term Municipal Trust; Federated Short-Term
          U.S. Government Trust; Federated Stock and Bond Fund, Inc.;
          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: 2-5 Years; Federated U.S.
          Government Securities Fund: 5-10 Years; Federated Utility Fund,
          Inc.; First Priority Funds; Fixed Income Securities, Inc.; High
          Yield Cash Trust; Independence One Mutual Funds; Intermediate
          Municipal Trust; International Series, Inc.; Investment Series
          Funds, Inc.; Investment Series Trust; Liberty U.S. Government
          Money Market Trust; Liquid Cash Trust; Managed Series Trust;
          Marshall Funds, Inc.; Money Market Management, Inc.; Money Market
          Obligations Trust; Money Market Trust; Municipal Securities
          Income Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument
          Funds; SouthTrust Vulcan Funds; Star Funds; Targeted Duration
          Trust; Tax-Free Instruments Trust; The Biltmore Funds; The
          Biltmore Municipal Funds; The Monitor Funds; The Planters Funds;
          The Starburst Funds; The Starburst Funds II; The Virtus Funds;
          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; Vision Group of
          Funds, Inc.; andWorld 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.


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

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



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

Dale R. Browne            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

R. Leonard Corton, 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

John K. Goettlicher       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

James E. Hickey           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joeseph Kennedy        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

Thomas A. Peters III      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



Edward L. Smith           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

Richard Suder             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

Miles J. Wallace          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

Edward J. Wojnarowski     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



Edward R. Bozek           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

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

Leslie K. Platt           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,
Federated Investors Tower Federated Securities Corp.
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, Pennsylvania
                                          15222-3779

          Federated Shareholder Services
          Company                       Federated Investors Tower
          ("Transfer Agent')            Pittsburgh, Pennsylvania
                                          15222-3779

          Federated Services            Federated Investors Tower
           Company                      Pittsburgh, Pennsylvania
          ("Administrator")               15222-3779

          Federated Management          Federated Investors Tower
          ("Adviser")                   Pittsburgh, Pennsylvania
                                          15222-3779

          State Street Bank and         P.O. Box 8600
           Trust Company                Boston, Massachusetts
          ("Custodian")                   02266-8600


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 with a copy of the Registrant's latest
          annual report to shareholders, upon request and without charge.


SIGNATURES

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

                       FEDERATED INSTITUTIONAL TRUST

               BY: /s/ J. Crilley Kelly
               J. Crilley Kelly, Assistant Secretary
               Attorney in Fact for John F. Donahue
               September 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/J. Crilley Kelly
   J. Crilley Kelly         Attorney In Fact   September 25, 1996
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Glen R. Johnson*            President

John W. McGonigle*          Treasurer and Executive Vice
                              President
                            (Principal Financial and
                            Accounting Officer)

Thomas G. Bigley*           Trustee

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

John E. Murray, Jr.*        Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee


* By Power of Attorney





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


            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Independent
Auditors" and to the use of our report dated August 28, 1996 on the
statement of assets and liabilities in Post-Effective Amendment Number 2 to
the Registration Statement (Form N-1A No. 33-54445) and the related
Prospectus of Federated Institutional Short-Term Government Fund (a
Portfolio of Federated Institutional Trust).



By:/s/ERNST & YOUNG LLP
     Ernst & Young LLP
     Pittsburgh, Pennsylvania



                                                    EXHIBIT 19
                             POWER OF ATTORNEY


     Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of FEDERATED INSTITUTIONAL
TRUST and the Deputy General Counsel of Federated Investors, and each of
them, their true 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 Act
of 1933, 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 thereof.


SIGNATURES                    TITLE                          DATE



/s/John F. Donahue            Chairman and TrusteeSeptember 3, 1996
John F. Donahue                (Chief Executive Officer)
/s/J. Christopher Donahue     President and TrusteeSeptember 3, 1996
J. Christopher Donahue


/s/John W. McGonigle          Executive Vice PresidentSeptember 3, 1996
John W. McGonigle               and Treasurer (Principal
                                Financial and Accounting
                                Officer)


/s/Thomas G. Bigley           Trustee           September 3, 1996
Thomas G. Bigley



/s/John T. Conroy, Jr.        Trustee           September 3, 1996
John T. Conroy, Jr.




SIGNATURES                    TITLE                          DATE



/s/William J. Copeland        Trustee           September 3, 1996
William J. Copeland



/s/James E. Dowd              Trustee           September 3, 1996
James E. Dowd


/s/Lawrence D. Ellis, M.D.    Trustee           September 3, 1996
Lawrence D. Ellis, M.D.



/s/Edward L. Flaherty, Jr.    Trustee           September 3, 1996
Edward L. Flaherty, Jr.



/s/Peter E. Madden            Trustee           September 3, 1996
Peter E. Madden



/s/Gregor F. Meyer            Trustee           September 3, 1996
Gregor F. Meyer



/s/John E. Murray, Jr.        Trustee           September 3, 1996
John E. Murray, Jr.



/s/Wesley W. Posvar           Trustee           September 3, 1996
Wesley W. Posvar



/s/Marjorie P. Smuts          Trustee           September 3, 1996
Marjorie P. Smuts




Sworn to and subscribed before me this 3rd day of September, 1996


/s/Marie M. Hamm



<TABLE> <S> <C>

                                                                               
<S>                             <C>                                            
                                                                               
<ARTICLE>                       6                                              
<SERIES>                                                                       
     <NUMBER>                   01                                             
     <NAME>                     Federated Institutional Trust                  
                                Federated Institutional Short-Term Government  
                                                                               
<PERIOD-TYPE>                   12-MOS                                         
<FISCAL-YEAR-END>               Jul-31-1996                                    
<PERIOD-END>                    Jul-31-1996                                    
<INVESTMENTS-AT-COST>           95,000                                         
<INVESTMENTS-AT-VALUE>          95,000                                         
<RECEIVABLES>                   0                                              
<ASSETS-OTHER>                  5,914                                          
<OTHER-ITEMS-ASSETS>            0                                              
<TOTAL-ASSETS>                  100,914                                        
<PAYABLE-FOR-SECURITIES>        0                                              
<SENIOR-LONG-TERM-DEBT>         0                                              
<OTHER-ITEMS-LIABILITIES>       751                                            
<TOTAL-LIABILITIES>             751                                            
<SENIOR-EQUITY>                 0                                              
<PAID-IN-CAPITAL-COMMON>        100,163                                        
<SHARES-COMMON-STOCK>           10,016                                         
<SHARES-COMMON-PRIOR>           10,016                                         
<ACCUMULATED-NII-CURRENT>       0                                              
<OVERDISTRIBUTION-NII>          0                                              
<ACCUMULATED-NET-GAINS>         0                                              
<OVERDISTRIBUTION-GAINS>        0                                              
<ACCUM-APPREC-OR-DEPREC>        0                                              
<NET-ASSETS>                    100,163                                        
<DIVIDEND-INCOME>               0                                              
<INTEREST-INCOME>               0                                              
<OTHER-INCOME>                  0                                              
<EXPENSES-NET>                  0                                              
<NET-INVESTMENT-INCOME>         0                                              
<REALIZED-GAINS-CURRENT>        0                                              
<APPREC-INCREASE-CURRENT>       0                                              
<NET-CHANGE-FROM-OPS>           0                                              
<EQUALIZATION>                  0                                              
<DISTRIBUTIONS-OF-INCOME>       0                                              
<DISTRIBUTIONS-OF-GAINS>        0                                              
<DISTRIBUTIONS-OTHER>           0                                              
<NUMBER-OF-SHARES-SOLD>         0                                              
<NUMBER-OF-SHARES-REDEEMED>     0                                              
<SHARES-REINVESTED>             0                                              
<NET-CHANGE-IN-ASSETS>          0                                              
<ACCUMULATED-NII-PRIOR>         0                                              
<ACCUMULATED-GAINS-PRIOR>       0                                              
<OVERDISTRIB-NII-PRIOR>         0                                              
<OVERDIST-NET-GAINS-PRIOR>      0                                              
<GROSS-ADVISORY-FEES>           0                                              
<INTEREST-EXPENSE>              0                                              
<GROSS-EXPENSE>                 0                                              
<AVERAGE-NET-ASSETS>            101,314                                        
<PER-SHARE-NAV-BEGIN>           10.000                                         
<PER-SHARE-NII>                 0.000                                          
<PER-SHARE-GAIN-APPREC>         0.000                                          
<PER-SHARE-DIVIDEND>            0.000                                          
<PER-SHARE-DISTRIBUTIONS>       0.000                                          
<RETURNS-OF-CAPITAL>            0.000                                          
<PER-SHARE-NAV-END>             10.000                                         
<EXPENSE-RATIO>                 0.00                                           
<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