FEDERATED INSTITUTIONAL TRUST
497, 1997-07-17
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Federated Institutional Short Duration Government Fund

    

(A Portfolio of Federated Institutional Trust)

PROSPECTUS

   

The shares of Federated Institutional Short Duration 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
July 1, 1997, 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 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 are 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 NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   

Prospectus dated July 1, 1997

    

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

   

Summary of Fund Expenses.......................................................1

    

   

General Information............................................................2

    

   

Investment Information.........................................................2

    
   

   Investment Objective........................................................2

    
   

   Investment Policies.........................................................2

    
   

   Portfolio Turnover..........................................................4

    
   

   Investment Limitations......................................................4

    

   

Trust Information..............................................................4

    
   

   Management of the Trust.....................................................4

    
   

   Distribution of Fund Shares.................................................5

    
   

   Administration of the Fund..................................................5

    

   

Brokerage Transactions.........................................................6

    

   

Net Asset Value................................................................6

    
   

Investing in the Fund..........................................................6

    
   

   Share Purchases.............................................................6

    
   

   Minimum Investment Required.................................................6

    
   

   What Shares Cost............................................................7

    
   

   Certificates and Confirmations..............................................7

    
   

   Dividends...................................................................7

    
   

   Capital Gains...............................................................7

    

   

Redeeming Shares...............................................................7

    
   

   Telephone Redemption........................................................7

    
   

   Written Requests............................................................8

    
   

   Accounts with Low Balances..................................................8

    

   

Shareholder Information........................................................8

    
   

   Voting Rights...............................................................8

    

   

Tax Information................................................................8

    
   

   Federal Income Tax..........................................................8

    
   

   State and Local Taxes.......................................................8

    

   

Performance Information........................................................8

    

   

Addresses.............................................................Back Cover

    

- --------------------------------------------------------------------------------
                            SUMMARY OF FUND EXPENSES

   

                        SHAREHOLDER TRANSACTION EXPENSES

    

   
<TABLE>

<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

ANNUAL FUND OPERATING EXPENSES
(As a percentage of projected average net assets)*

Management Fee (after waiver) (1)...........................................................     0.00%
12b-1 Fee...................................................................................     None
Total Other Expenses (after expense reimbursement)..........................................     0.25%

  Shareholder Services Fee (2)..............................................................     0.00%
    Total Fund Operating Expenses (3).......................................................     0.25%
</TABLE>

    

   

(1) The estimated management fee has been reduced to reflect the
    anticipated voluntary waiver of the management fee. The advisor
    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 the shareholder
    services fee during the fiscal year ending July 31, 1998. If the Fund were
    paying or accruing the shareholder services fee, 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 0.91% absent
    the anticipated voluntary waiver of the management fee and the
    anticipated voluntary reimbursement of certain other operating
    expenses.

    

   

*Total operating expenses are estimated based on average expenses
 expected to be incurred during the period ending July 31, 1998.
 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>

                                 EXAMPLE                                     1 YEAR     3 YEARS
- --------------------------------------------------------------------------   -------    -------
<S>                                                                          <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1)
5% annual return and
(2) redemption at the end of each time period.............................     $ 3        $ 8
</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, 1998.

    

             ------------------------------------------------------
                              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 $25,000 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 and by seeking to maintain a weighted average
portfolio duration of one year or less. Even though the price of fixed
income securities fluctuates, the portfolio will be managed in a way
that will seek to minimize the volatility of principal. The prices of
fixed income securities fluctuate inversely to the direction of
interest rates.     

ACCEPTABLE INVESTMENTS

The U.S. government securities in which the Fund invests are either issued or
guaranteed by the U.S. government, its agencies, or instrumentalities. These

securities include, but are not limited to:

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

N 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;

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

N notes, bonds, and discount notes of other U.S. government instrumentalities
  supported only by the credit of the instrumentalities.

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:

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

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

N the credit of the agency or instrumentality.

MORTGAGE-BACKED SECURITIES

   

The Fund may invest in mortgage-backed securities that are issued by
the U.S. government or one of its agencies or instrumentalities. The
Fund limits its investments in mortgage-backed securities to those
that are "pass-through" securities representing an undivided interest
in a pool of residential mortgages. These mortgage-backed securities
have yield and maturity characteristics corresponding to the
underlying mortgages, which may be fixed rate or adjustable rate.
Distributions to holders of mortgage-backed securities include both
interest and principal payments.     

INVESTMENT RISKS

Because mortgage-backed securities pay both interest and principal as
their underlying mortgages are paid off, they are subject to
prepayment risk. Prepayment risk is attributable to an underlying
mortgage holder's ability to prepay and

   

refinance the underlying mortgage which may expose the Fund to a lower
rate of return upon reinvestment and the loss of any premiums paid on
the security. Also, the value of mortgage-backed securities may be
significantly affected by changes in interest rates. The market value
of adjustable rate mortgage-backed securities ("ARMS") may be impacted
based upon the frequency that the interest rates of the underlying
mortgages reset and changes to the index upon which the interest rates
are based. Also, the underlying mortgages relating to ARMS will
frequently have caps and floors which limit the maximum amount by
which the loan rate to the residential borrower may change up or down.
Unanticipated changes in interest rates could cause periods of
extending durations and greater principal volatility. Therefore, there
can be no assurance that the Fund will succeed in maintaining a
weighted average portfolio duration one year or less or minimizing
volatility of principal.     

   

AVERAGE PORTFOLIO DURATION

    
   

Although the Fund will not maintain a stable net asset value, the
adviser will seek to limit, to the extent consistent with the Fund's
investment objective of current income, the magnitude of fluctuations
in the Fund's net asset value by limiting the dollar-weighted average
duration of the Fund's portfolio. Duration is a measure of a
security's or a portfolio's price sensitivity to changes in interest
rates. Securities with shorter durations generally have less volatile
prices than securities of comparable quality with longer durations.

    

   

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.

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 its assets in securities of other investment
companies as an efficient means of investing in government securities.
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 may 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. The rate of portfolio
turnover for the Fund may exceed that of certain other mutual funds
with the same investment objective. It is currently anticipated that
the Fund's annual rate of portfolio turnover will not exceed 300%. A
portfolio turnover rate exceeding 100% is considered to be high. A
higher rate of portfolio turnover involves correspondingly greater
transaction expenses which must be borne directly by the Fund and,
thus, indirectly by its shareholders. In addition, a high rate of
portfolio turnover may result in the realization of larger amounts of
capital gains which, when distributed to the Fund's shareholders, are
taxable to them. Nevertheless, transactions for the Fund's portfolio
will be based only upon investment considerations and will not be
limited by any other considerations when the investment adviser deems
it appropriate to make changes in the Fund's portfolio.     

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. 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
$110 billion invested across more than 300 funds under management
and/or administration by its subsidiaries, as of December 31, 1996,
Federated Investors is one of the largest mutual fund investment
managers in the United States. With more than     

   

2,000 employees, Federated continues to be led by the management who founded the
company in 1955. Federated funds are presently at work in and through 4,500
financial institutions nationwide.
    

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 R. Hill has been the Fund's portfolio manager since July 1997. Ms. Hill
joined Federated Investors in 1990 and has been a Vice President of the Fund's
investment adviser since January 1997. Ms. Hill was an Assistant Vice President
of the investment adviser from 1994 until 1996, and from 1990 to 1993 served as
an Investment Analyst. Ms. Hill is a Chartered Financial Analyst and received an
M.S. in Industrial Administration from Carnegie Mellon University.

    

Susan M. Nason has been the Fund's portfolio manager since inception. Ms. Nason
joined Federated Investors in 1987 and has been a Senior Vice President of the
Fund's investment adviser since 1997. Ms. Nason served as a Vice President of
the investment adviser from 1992 until 1997 and an Assistant Vice President from
1990 until 1992. Ms. Nason is a Chartered Financial Analyst and received her
M.S. in Industrial Administration from Carnegie Mellon University.

Todd A. Abraham has been the Fund's portfolio manager since July 1997. Mr.
Abraham joined Federated Investors in 1993 as an Investment Analyst and has been
an Assistant Vice President of the Fund' investment adviser since 1995. Mr.
Abraham served as a Portfolio Analyst at Ryland Mortgage Co. from 1992 to 1993.
Mr. Abraham received his M.B.A. in finance from Loyola College.

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.

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

- ----------------------   ------------------------------------
<S>                      <C>

        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.

             ------------------------------------------------------
                             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. In selecting among firms believed to meet these
criteria, the adviser may give consideration to those firms which have
sold or are selling shares of the Trust and other funds distributed by
Federated Securities Corp. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Board of Trustees.     

             ------------------------------------------------------
                                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 Duration 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 Duration 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 $25,000. 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, Martin
Luther King 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 Duration 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 $25,000. This requirement does not apply, however, if the
balance falls below $25,000 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 April 23,
1997, Federated Management, Pittsburgh, Pennsylvania, owned 99.83% 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

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 LOGO]

<TABLE>

<S>                                        <C>                                 <C>

Federated Institutional        Transfer Agent and             FEDERATED INSTITUTIONAL
Short Duration                 Dividend Disbursing            SHORT DURATION
Government Fund                Agent                          GOVERNMENT FUND
Federated Investors Tower      Federated Shareholder
Pittsburgh, PA 15222-3779      Services Company               (formerly, Federated Total Return
                               P.O. Box 8600                  Limited Duration Fund)

Distributor                    Boston, MA 02266-8600

Federated Securities Corp.                                    Institutional Shares
Federated Investors Tower      Independent Auditors

Pittsburgh, PA 15222-3779      Ernst & Young LLP
                               One Oxford Centre

Investment Advisor             Pittsburgh, PA 15219
Federated Management
Federated Investors Tower

Pittsburgh, PA 15222-3779

Custodian
State Street Bank and
Trust Company

P.O. Box 8600
Boston, MA 02266-8600

- ----------------------------------------------------------------------------------------------
                                                              Prospectus
                                                              July 1, 1997

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

                                                              A Diversified Portfolio of

Federated Securities Corp., Distributor                       Federated Institutional Trust
                                                              An Open-End, Diversified

Cusip 31420B102                      [RECYCLED PAPER LOGO]    Management Investment Company
G00352-01 (7/97)
</TABLE>


<PAGE>




3

        FEDERATED INSTITUTIONAL SHORT DURATION 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 Duration
        Government Fund (the "Fund"), a portfolio of Federated
        Institutional Trust (the "Trust") dated July 1, 1997. 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 July 1, 1997

[GRAPHIC OMITTED]

        Cusip 31420B102
        G00352-02 (7/97)


<PAGE>


TABLE OF CONTENTS


<PAGE>




GENERAL INFORMATION ABOUT THE FUND                        1

INVESTMENT OBJECTIVE AND POLICIES                         1
   Mortgage-Backed Securities                             1
   Types of Investments                                   1
   Reverse Repurchase Agreements                          1
   When-Issued and Delayed Delivery Transactions          1
   Repurchase Agreements                                  1
   Portfolio Turnover                                     2

INVESTMENT LIMITATIONS                                    2

FEDERATED INSTITUTIONAL TRUST MANAGEMENT                  4
   Fund Ownership                                         7
   Trustees' Compensation                                 8
   Trustee Liability                                      8

INVESTMENT ADVISORY SERVICES                              8
   Adviser to the Fund                                    8
   Advisory Fees                                          9

OTHER SERVICES                                            9
   Fund Administration                                    9
   Custodian and Portfolio Accountant                     9
   Transfer Agent                                         9
   Independent Auditors                                   9



SHAREHOLDER SERVICES                                      9

BROKERAGE TRANSACTIONS                                   10

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                              12

TOTAL RETURN                                             12

YIELD                                                    12

PERFORMANCE COMPARISONS                                  12
   Economic and Market Information                       13
   Duration                                              13

ABOUT FEDERATED INVESTORS                                13
   Mutual Fund Market                                    14


<PAGE>



GENERAL INFORMATION ABOUT THE FUND

Federated Institutional Short Duration 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.

MORTGAGE-BACKED SECURITIES

Principal payments represent the amortization of the principal of the
underlying mortgages and any prepayments of principal due to
prepayment, refinancing, or foreclosure of the underlying mortgages.
Although maturities of the underlying mortgage loans may range up to
30 years, amortization and prepayments substantially shorten the
effective maturities of mortgage-backed securities. The interest rates
paid on the underlying mortgages relating to adjustable rate
mortgage-backed securities in which the Fund invests, generally are
readjusted or reset at intervals of one year or less to an increment
over some predetermined interest rate index.

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 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.

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.

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."


<PAGE>


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

the Company.

Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA

Birthdate:  February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly,
Senior Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.;
Director, Member of Executive Committee, University of Pittsburgh;
Director or Trustee of the Funds.

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; Partner
or Trustee in private real estate ventures in Southwest Florida;
formerly, President, Naples Property Management, Inc. and Northgate
Village Development Corporation; Director or Trustee of the Funds.

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.;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC Bank
Corp.; Director, Ryan Homes, Inc.; Director or Trustee of the Funds.

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.


<PAGE>



Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111

Pittsburgh, PA
Birthdate:  October 11, 1932

Trustee

Professor of Medicine, 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 of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N
Park Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A.,
Western Region; Director or Trustee of the Funds.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL

Birthdate:  March 16, 1942

Trustee

Consultant; Former State Representative, Commonwealth of
Massachusetts; formerly, President, State Street Bank and Trust
Company and State Street Boston Corporation; Director or Trustee of
the Funds.

Gregor F. Meyer
203 Kensington Ct.
Pittsburgh, PA

Birthdate:  October 6, 1926

Trustee

Former Attorney, Member of 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; Director or Trustee of the Funds.


<PAGE>



Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh

Pittsburgh, PA
Birthdate:  September 14, 1925

Trustee

Professor, International Politics; Management Consultant; Trustee,
Carnegie Endowment for International Peace, RAND Corporation, Online
Computer Library Center, Inc., National Defense University and U.S.
Space Foundation; President Emeritus, University of Pittsburgh;
Founding Chairman, National Advisory Council for Environmental Policy
and Technology, Federal Emergency Management Advisory Board and Czech
Management Center, Prague; Director or Trustee of the Funds.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Birthdate:  June 21, 1935

Trustee

Public relations/Marketing/Conference Planning; 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 Company.

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.


<PAGE>



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 and Secretary of the Funds; Treasurer of some 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: 111 Corcoran Funds; Arrow Funds;
Automated Government Money Trust; Blanchard Funds; Blanchard Precious
Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
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; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Term Trust, Inc. - 1999; Liberty U.S. Government
Money Market Trust; Liquid Cash Trust; Managed Series Trust; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market
Obligations Trust II; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The
Starburst Funds; The Starburst Funds II; The Virtus Funds; Trust for
Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; Wesmark Funds; and World Investment Series, Inc. FUND
OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding
shares.

As of April 23, 1997, one shareholder of record owned 5% or more of
the outstanding shares of the Fund: Federated Management, Pittsburgh,
Pennsylvania owned approximately 10,000 shares (99.83%).


<PAGE>
<TABLE>
<CAPTION>


TRUSTEES' COMPENSATION
<S>                                     <C>                           <C>

                                        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

</TABLE>


*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.

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.


<PAGE>


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,
1996, Federated Investors managed 9 mortgage-backed, 5
government/agency and 17 government money market mutual funds, with
assets approximating $6.3 billion, $1.7 billion and $23.6 billion,
respectively. Federated trades approximately $309 million in U.S.
government and mortgage-backed securities daily and places $17 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 $30 billion
in government funds within these maturity ranges. J. Thomas Madden,
Executive Vice President, oversees Federated Investors' equity and
high yield corporate bond management while William D. Dawson,
Executive Vice President, oversees Federated Investors' domestic fixed
income management. Henry A. Frantzen, Executive Vice President,
oversees the management of Federated Investors' international and
global portfolios. MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their
financial goals through mutual funds. These investors, as well as
businesses and institutions, have entrusted over $3.5 trillion to the
more than 6,000 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. BANK MARKETING Other institutional clients include close
relationships with more than 1,600 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 -- we have over
2,200 broker/dealer and bank broker/dealer relationships across the
country -- supported by more wholesalers than any other mutual fund
distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed
by DALBAR, Inc. DALBAR is recognized as the industry benchmark for
service quality measurement. The marketing effort to these firms is
headed by James F. Getz, President, Federated Securities Corp.

*source:  Investment Company Institute


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