FEDERATED US GOVERNMENT SECURITIES FUND 5 10 YEARS, N-1A, 1995-06-20

FEDERATED US GOVERNMENT SECURITIES FUND 5 10 YEARS
N-1A, 1995-06-20

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1933 Act File No.
1940 Act File No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No.

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No.

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS

(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)

Approximate Date of Proposed Public Offering As soon as possible after
the effectiveness of the
Registration Statement

Pursuant to the provisions of Rule 24f-2 of the Investment Company Act of
1940, Registrant hereby elects to register an indefinite number of shares.

Amendment Pursuant to Rule 473

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
CROSS REFERENCE SHEET

This Registration Statement of FEDERATED U.S. GOVERNMENT
SECURITIES FUND: 5-10 YEARS consists of one portfolio which is offered
in two separate classes of shares known as (a) Institutional Shares and
(b) Institutional Serivce Shares. A separate prospectus is being filed
herewith for each class of shares, and one combined Statement of
Additional Information is being filed herewith for both classes of
shares.

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page (a,b) Cover Page.
Item 2. Synopsis (a) Summary of Trust Expenses -
Institutional Shares; (b) Summary of
Trust Expenses - Institutional
Service Shares.
Item 3. Condensed Financial
Information (a,b) Performance Information.
Item 4. General Description of
Registrant (a,b) General Information;
Investment Information; Investment
Objective; Investment Policies;
Investment Limitations; Federated
LifeTrack(tm) Program; Other Classes
of Shares; Addresses.
Item 5. Management of the Fund Trust Information; Management of the
Trust; (a) Distribution of
Institutional Shares; (b)
Distribution of Institutional
Service Shares; Distribution Plan;
(a, b) Administration of the Trust.
Item 6. Capital Stock and Other
Securities Dividends; Capital Gains;
Shareholder Information; Voting
Rights; Massachusetts Partnership
Law; Tax Information; Federal Income
Tax; Pennsylvania Corporate and
Personal Property Taxes.
Item 7. Purchase of Securities Being
Offered Net Asset Value; (a) Investing in
Institutional Shares; (b) Investing
in Institutional Service Shares;
Share Purchases; Minimum Investment
Required; What Shares Cost;
Certificates and Confirmations.
Item 8. Redemption or Repurchase (a) Redeeming Institutional Shares;
(b) Redeeming Institutional Service
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 (a, b) Cover Page.
Item 11. Table of Contents (a, b) Table of Contents.
Item 12. General Information and
History (a, b) General Information About the
Trust.
Item 13. Investment Objectives and
Policies (a, b) Investment Objective and
Policies.
Item 14. Management of the Trust (a, b) Federated U.S. Government
Securities Fund: 5-10 Years
Management.
Item 15. Control Persons and Principal
Holders of Securities (a, b) Trust Ownership.
Item 16. Investment Advisory and Other
Services (a, b) Investment Advisory Services;
Trust Administration.
Item 17. Brokerage Allocation Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities Being
Offered (a, b) Purchasing Shares;
Determining Net Asset Value;
Redeeming Shares. Redemption in
Kind.
Item 20. Tax Status (a, b) Tax Status.
Item 21. Underwriters Not applicable.
Item 22. Calculations of Performance
Data (a, b) Total Return; Yield;
Performance Comparisons; Duration.
Item 23. Financial Statements (To be filed by Amendment).

Information contained herein is subject to completion or
amendment. A registration
statement relating to these securities has been filed with the
Securities and Exchange
Commission. These securities may not be sold nor may offers to buy be
accepted prior to
the time the registration statement becomes effective. This
prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any
sale of these securities in any State in which such offer, solicitation
or sale would be
unlawful prior to registration or qualification under the securities
laws of any such
State.

SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED JUNE 20, 1995
Federated U.S. Government Securities Fund: 5-10 Years
Institutional Service Shares
Prospectus

The Institutional Service Shares offered by this prospectus
represent interests in a
diversified portfolio of securities of Federated U.S. Government
Securities Fund: 5-10
Years (the "Trust"). The Trust is an open-end management investment
company (a mutual
fund).

The investment objective of the Trust is to pursue total return
consistent with current
income. The Trust invests primarily in U.S. government securities.
Institutional Service
Shares are sold at net asset value.

THE INSTITUTIONAL SERVICE 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 GOVERNMENTAL AGENCY. INVESTMENT IN THESE SHARES INVOLVES
INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

The Trust has also filed a Combined Statement of Additional Information
for Institutional
Shares and Institutional Service Shares dated , 1995, with
the Securities and
Exchange Commission. The information contained in the Combined
Statement of Additional
Information is incorporated by reference into this prospectus. You may
request a copy of
the Combined Statement of Additional Information which is in paper
form only, or a paper
copy of this prospectus, if you have received it electronically, free of
charge by calling
1-800-235-4669. To obtain other information or make inquiries about the
Trust, contact the
Trust at the address listed in the back of this prospectus.

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

Prospectus dated , 1995

Summary of Trust Expenses Institutional Service Shares1
General Information2
Federated LifeTrackTM Program2
Investment Information3
Investment Objective3
Investment Policies3
Investment Limitations4
Trust Information4
Management of the Trust4
Distribution of Institutional Service Shares5
Administration of the Trust6 Net Asset Value7
Investing in Institutional Service Shares7
Share Purchases7 Minimum Investment Required8
What Shares Cost8
Certificates and Confirmations8
Dividends8 Capital Gains9
Redeeming Institutional Service Shares9
Telephone Redemption9 Written Requests9
Accounts With Low Balances10
Shareholder Information10
Voting Rights10
Massachusetts Partnership Law11
Tax Information11 Federal Income Tax11
Pennsylvania Corporate and Personal Property Taxes11
Performance Information11
Other Classes of Shares12
Addresses 13

Summary of Trust Expenses Institutional Service Shares

INSTITUTIONAL SERVICE SHARES
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>

<S> <C>
MAXIMUM SALES LOAD IMPOSED ON PURCHASES (AS A PERCENTAGE OF OFFERING
PRICE) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NONE
MAXIMUM SALES LOAD 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 INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES*
(AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS)

MANAGEMENT FEE (AFTER WAIVER) (1) 0.00%
12B-1 FEE 0.25%
TOTAL OTHER EXPENSES 0.54%
SHAREHOLDER SERVICES FEE (AFTER WAIVER) (2) . .. . . . . 0.09%
TOTAL INSTITUTIONAL SERVICE SHARES OPERATING EXPENSES (3) 0.79%

(1) The estimated management fee has been reduced to reflect the
anticipated voluntary waiver of a portion of the management
fee. The adviser can terminate this voluntary waiver at any
time at its sole discretion. The maximum management fee is
0.50%.
(2) The maximum shareholder services fee is 0.25%.
(3) The Total Institutional Service Shares Operating Expenses are
estimated to be 1.55% absent the anticipated voluntary
waivers of the management fee and shareholder
services fee and the anticipated voluntary reimbursement of
certain other operating expenses.
* Annual Institutional Service Shares Operating Expenses in
the table above are estimated based on expenses expected to
be incurred during the fiscal year ending February 29, 1996.
During the course of this period, expenses may be more or
less than the amount shown.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING
THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF INSTITUTIONAL
SERVICE SHARES OF THE TRUST WILL BEAR, EITHER DIRECTLY OR INDIRECTLY.
FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES,
SEE "INVESTING IN INSTITUTIONAL SERVICE SHARES" AND "TRUST INFORMATION."
WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO
ADDITIONAL FEES.

</TABLE>

<S> <C> <C>
1 3
EXAMPLE YEAR 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 . . . . . . . . . . . . . . . . . . . $8 $25

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 FISCAL YEAR ENDING
FEBRUARY 29, 1996.

</TABLE>

General Information

The Trust was established as a Massachusetts business trust under a
Declaration of Trust
dated June 14, 1995. 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. As of the
date of this prospectus, the Board of Trustees (the "Trustees")
have established two
classes of shares of the Trust, known as Institutional Shares and
Institutional Service
Shares. This prospectus relates only to Institutional Service Shares.

Institutional Service Shares ("Shares") are designed primarily for
retail and private banking
customers of financial institutions as 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 over a 90-day period is required.

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

Federated LifeTrackTM Program

The Trust is a member of the Federated LifeTrackTM Program
sold through financial
representatives. Federated LifeTrackTM Program is an integrated
program of investment
options, plan recordkeeping, and consultation services for
401(k) and other
participant-directed benefit and savings plans. Under the Federated
LifeTrackTM Program,
employers or plan trustees may select a group of investment options
to be offered in a
plan which also uses the Federated LifeTrackTM Program for
recordkeeping and
administrative services. Additional fees are charged to
participating plans for these
services. As part of the Federated LifeTrackTM Program, exchanges
may readily be made
between investment options selected by the employer or a plan trustee.

The other funds participating in the Federated LifeTrackTM Program
are: American Leaders
Fund, Inc., Automated Cash Management Trust, Automated Government Cash
Reserves, Automated
Government Money Trust, Automated Treasury Cash Reserves, Capital
Preservation Fund,
Federated ARMs Fund, Federated GNMA Trust, Federated Growth Trust,
Federated High Yield
Trust, Federated Income Trust, Federated Managed Aggressive Growth
Fund, Federated Managed
Growth and Income Fund, Federated Managed Growth Fund, Federated
Managed Income Fund,
Federated Max Cap Fund, Federated Mini Cap Fund, Federated Mid
Cap Fund, Federated
Short-Term Income Fund, Federated Stock Trust, Federated U.S.
Government Securities Fund
1-3 Years, Federated U.S. Government Securities Fund 2-5 Years,
Fortress Bond Fund,
Fortress Utility Fund, Inc., Fund for U.S. Government Securities,
Inc., Intermediate
Income Fund, International Equity Fund, International Income Fund,
Liberty Equity Income
Fund, Inc., Liberty High Income Bond Fund, Inc., Liberty Utility Fund,
Inc., and Stock and
Bond Fund, Inc.

With respect to Shares, no sales load is imposed on purchases made
by retirement plans
with over $1 million invested in funds participating in the Federated
LifeTrackTM Program.

Investment Information

Investment Objective

The investment objective of the Trust is to pursue total return
consistent with current
income. The investment objective cannot be changed without approval of
shareholders. While

there is no assurance that the Trust will achieve its investment
objective, it endeavors
to do so by following the investment policies described in this
prospectus.

Investment Policies

The Trust pursues its investment objective by investing primarily
in securities which are
guaranteed as to payment of principal and interest by the U.S.
government or U.S.
government agencies or instrumentalities. Under normal
circumstances, the Trust will
invest at least 65% of the value of its total assets in U.S.
government securities. The
Trust will maintain a dollar weighted average portfolio maturity
between five and ten
years, although the Trust may purchase individual securities with
longer maturities.
Unless otherwise noted, the investment policies of the Trust may
be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material
change in these policies becomes effective.

Acceptable Investments.
The U.S. government securities in which
the Trust invests are either
issued or guaranteed by the U.S. government, its agencies, or
instrumentalities. These
securities are limited to:

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

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

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

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

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

_ the credit of the agency or instrumentality.

The prices of fixed income securities fluctuate inversely to the
direction of interest
rates.

Repurchase Agreements.
Repurchase agreements are arrangements in
which banks, broker/dealers,
and other recognized financial institutions sell U.S. government
securities or other
securities to the Trust and agree at the time of sale to repurchase
them at a mutually
agreed upon time and price. To the extent that the original seller does
not repurchase the
securities from the Trust, the Trust could receive less than the
repurchase price on any
sale of such securities.

When-Issued And Delayed Delivery Transactions. The Trust may
purchase securities on a when-issued or
delayed delivery basis. These transactions are arrangements in which
the Trust purchases
securities with payment and delivery scheduled for a future time. The
seller's failure to
complete these transactions may cause the Trust to miss a price or
yield considered to be
advantageous. Settlement dates may be a month or more after
entering into these
transactions, and the market values of the securities purchased may
vary from the purchase

prices. Accordingly, the Trust may pay more/less than the market value
of the securities
on the settlement date.

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

Investment Limitations

The Trust will not borrow money directly or through reverse
repurchase agreements
(arrangements in which the Trust sells a portfolio instrument 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 Trust may borrow up to one-third of the
value of its total
assets and pledge securities to secure such borrowings.

The above investment limitation cannot be changed without shareholder
approval.

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 Trust are made by
Federated Management, the
Trust's investment adviser, subject to direction by the Trustees. The
adviser continually
conducts investment research and supervision for the Trust and is
responsible for the
purchase or sale of portfolio instruments, for which it receives an
annual fee from the
Trust.

Both the Trust and the Adviser have adopted strict codes of ethics
governing the conduct
of all employees who manage the Trust and its portfolio securities.
These codes recognize
that such persons owe a fiduciary duty to the Trust's shareholders
and must place the
interests of shareholders ahead of the employees' own 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 Trust; prohibit purchasing securities
in initial public
offerings; and prohibit taking profits on securities held for less
than sixty days.
Violations of the codes are subject to review by the Board of
Trustees, and could result
in severe penalties.

Advisory Fees. The Trust's adviser receives an annual
investment advisory fee equal to
.50 of 1% of the Trust's average daily net assets. The adviser
has also undertaken
to reimburse the Trust for operating expenses in excess of
limitations established
by certain states. This does not include reimbursement to the
Trust 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 $72 billion invested across
more than 260 funds
under management and/or administration by its subsidiaries, as of
December 31, 1994,
Federated Investors is one of the largest mutual fund
investment managers in the
United States. With more than 1,750 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.

Susan M. Nason has been the Trust's portfolio manager since its
inception. Ms. Nason
joined Federated Investors in 1987 and has been a Vice
President of the Trust's
investment adviser since 1993. Ms. Nason served as an Assistant
Vice President of
the investment adviser from 1990 until 1992, and from 1987
until 1990 she acted as
an investment analyst. Ms. Nason is a Chartered Financial
Analyst and received her
M.B.A. in Finance from Carnegie Mellon University.

Joseph M. Balestrino has been the Trust's portfolio manager
since its inception.
Mr. Balestrino joined Federated Investors in 1986 and has been
an Assistant Vice
President of the Trust's investment adviser since 1991. Mr.
Balestrino served as an
Investment Analyst of the investment adviser from 1989 until
1991, and from 1986
until 1989 he acted as Project Manager in the Product
Development Department.
Mr. Balestrino is a Chartered Financial Analyst and received his
M.A. in Urban and
Regional Planning from the University of Pittsburgh.

Distribution of Institutional Service Shares

Federated Securities Corp. is the principal distributor for
the Shares. 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.

Distribution Plan. Under a distribution plan adopted in accordance with
Investment Company Act
Rule 12b-1 (the "Distribution Plan"), the Trust may pay to the
distributor an amount,
computed at an annual rate of .25 of 1% of the average daily net asset
value of Shares, to
finance any activity which is principally intended to result in the
sale of Shares. The
distributor may select financial institutions such as banks,
fiduciaries, custodians for
public funds, investment advisers, and broker/dealers to provide sales
support services as
agents for their clients or customers.

The Distribution Plan is a compensation-type plan. As such, the Trust
makes no payments to
the distributor except as described above. Therefore, the Trust
does not pay for
unreimbursed expenses of the distributor, including amounts expended by
the distributor in
excess of amounts received by it from the Trust, interest, carrying
or other financing
charges in connection with excess amounts expended, or the
distributor's overhead
expenses. However, the distributor may be able to recover such
amounts or may earn a
profit from future payments made by the Trust under the Distribution
Plan.

Other Payments to Financial Institutions. the distributor may also pay
financial institutions a
fee based on the average net asset value of Shares of their customers
invested in
the Trust for providing administrative services. This fee is in
addition to the
amounts paid under the distribution plan for administrative services,
and, if paid,
will be reimbursed by the Trust's investment adviser and not the Trust.

The Trust's adviser or its affiliates may also offer to pay a fee
from their own
assets to financial institutions as financial assistance for
providing substantial

marketing and sales support. 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 Trust.
Such assistance will be predicated upon the amount of Shares the dealer
sells or may
sell, and/or upon the type and nature of sales or operational support
furnished by
the financial institution. These payments will be made by the
Trust's adviser and
will not be made from the assets of the Trust.

The Glass-Steagall Act prohibits a depository institution (such as a
commercial bank
or a savings and loan association) from being an underwriter or
distributor of most
securities. In the event the Glass-Steagall Act is deemed to
prohibit depository
institutions from acting in the administrative capacities described
above or should
Congress relax current restrictions on depository institutions, the
Trustees will
consider appropriate changes in the services.

State securities laws governing the ability of depository
institutions to act as
underwriters or distributors of securities may differ from
interpretations given to
the Glass-Steagall Act and, therefore, banks and financial
institutions may be
required to register as dealers pursuant to state law.

Administration of the Trust

Administrative Services. Federated Administrative Services, a
subsidiary of Federated Investors,
provides administrative personnel and services (including certain
legal and financial
reporting services) necessary to operate the Trust. Federated
Administrative Services
provides these at an annual rate which relates to the average
aggregate daily net assets
of all funds advised by subsidiaries of Federated Investors
("Federated Funds") as
specified below:

Maximum Average Aggregate Daily Net
Administrative Assets
Fee of the Federated Funds
0.15 of 1% on the first $250 million
0.125 of 1% on the next $250 million
0.10 of 1% on the next $250 million
on assets in excess of $750
0.075 of 1% million

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

Custodian.
State Street Bank and Trust Company ("State Street
Bank"), Boston, Massachusetts,
is custodian for the securities and cash of the Trust.

Transfer Agent and Dividend Disbursing Agent. Federated Services
Company, Pittsburgh, Pennsylvania is
transfer agent for the shares of the Trust and dividend disbursing
agent for the Trust.

Independent Auditors. The independent auditors for the Trust are
Ernst & Young LLP, Pittsburgh,
Pennsylvania 15219.

Net Asset Value

the Trust and those attributable to Shares, and dividing the remainder
by the total number
of Shares outstanding. The net asset value of Institutional Shares
may exceed that of
Institutional Service Shares due to the variance in daily net
income realized by each
class. Such variance will reflect only accrued net income to which
the shareholders of a
particular class are entitled.

Investing in Institutional Service Shares

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
Trust reserves the
right to reject any purchase request.

By Wire.
To purchase Shares by Federal Reserve wire, call the
Trust before 4:00 p.m.
(Eastern time) to place an order. The order is considered received
immediately. Payment by
federal wire 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 Services
Company c/o State Street Bank and Trust Company, Boston,
Massachusetts; Attention:
EDGEWIRE; For Credit to: Federated U.S. Government
Securities Fund: 5-10
Years Institutional Service Shares; Trust Number (this number can be
found on the account
statement or by contacting the Trust); Group Number or Wire Order
Number; Nominee or
Institution Name; and ABA Number 011000028.

By Mail. To purchase Shares by mail, send a check made payable to
Federated U.S. Government
Securities Fund: 5-10 Years Institutional Service Shares to Federated
Services Company,
c/o State Street Bank and Trust Company, P.O. Box 8602, Boston,
Massachusetts 02266-8602.
Orders by mail are considered received after payment by check is
converted by the transfer
agent's bank, State Street Bank, into federal funds. This is generally
the next business
day after State Street Bank receives the check.

Minimum Investment Required

The minimum initial investment in Shares is $25,000. However, an
account may be opened
with a smaller amount as long as the $25,000 minimum is reached
within 90 days. An
institutional investor's minimum investment will be calculated by
combining all accounts
it maintains with the Trust. 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 Trust. Investors who purchase
Shares through a
non-affiliated bank or broker may be charged an additional service
fee by that bank or
broker.

The net asset value is determined at the close of trading (normally
4:00 p.m., Eastern
time) on the New York Stock Exchange each day the New York Stock
Exchange is open, except
on (i) days on which there are not sufficient changes in the
value of the Trust's
portfolio securities such 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; and (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 Trust, Federated Services Company
maintains a share account for
each shareholder. Share certificates are not issued unless requested
by contacting the
Trust.

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 State Street Bank. 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 Trust.

Capital Gains

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

Redeeming Institutional Service Shares

The Trust redeems Shares at their net asset value next determined after
the Trust receives
the redemption request. Redemptions will be made on days on which the
Trust computes its
net asset value. Redemption requests must be received in proper form
and can be made by
telephone request or by written request.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Trust
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. If at any time the Trust shall determine it
necessary to terminate or
modify this method of redemption, shareholders would be promptly
notified.

An authorization form permitting the Trust 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 Trust, it may be liable for losses due to
unauthorized or fraudulent
telephone instructions.

Written Requests

Shares may also be redeemed by sending a written request to the
Trust. Call the Trust for
specific instructions before redeeming by letter. The shareholder will
be asked to provide
in the request his name, the Trust name and class of shares name, his
account number, and
the share or dollar amount requested. If share certificates have been
issued, they must be
properly endorsed and should be sent by registered or certified mail to
Federated Services
Company, 500 Victory Road-2nd Floor, Quincy, Massachusetts, 02171
with the written
request.

Signatures.
Shareholders requesting a redemption of $50,000 or
more, a redemption of any
amount to be sent to an address other than that on record with the
Trust, or a redemption
payable other than to the shareholder of record must have signatures on
written redemption
requests guaranteed by:

_ a trust company or commercial bank whose deposits are
insured by the Bank
Insurance Fund, which is administered by the Federal
Deposit Insurance
Corporation ("FDIC");

_ a member of the New York, American, Boston, Midwest,
or Pacific Stock
Exchange;

_ a savings bank or savings and loan association whose
deposits are insured by
the Savings Association Insurance Fund, which is
administered by the FDIC; or

_ any other "eligible guarantor institution," as defined
in the Securities
Exchange Act of 1934.

The Trust does not accept signatures guaranteed by a notary public.

The Trust and its transfer agent have adopted standards for accepting
signature guarantees
from the above institutions. The Trust may elect in the future to limit
eligible signature
guarantors to institutions that are members of a signature guarantee
program. The Trust
and its transfer agent reserve the right to amend these standards
at any time without
notice.

Receiving Payment. Normally, a check for the proceeds is mailed
within one business day, but
in no event more than seven days, after receipt of a proper written
redemption request.

Accounts With Low Balances

Due to the high cost of maintaining accounts with low balances,
the Trust may redeem
Shares in any account and pay the proceeds to the shareholder if the
account balance falls
below a required minimum value of $25,000. This requirement does not
apply, however, if
the balance falls below $25,000 because of changes in the Trust'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 Trust gives the shareholder one vote in
Trustee elections and other
matters submitted to shareholders for vote. All shares of all classes
of each portfolio in
the Trust have equal voting rights except that in matters affecting
only a particular
portfolio or class, only shares of that portfolio or class are
entitled to 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
operation and for the election of Trustees under certain circumstances.

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.

Massachusetts Partnership Law

Under certain circumstances, shareholders may be held personally
liable as partners under
Massachusetts law for obligations of the Trust. To protect the
shareholders of the Trust,
the Trust has filed legal documents with Massachusetts that
expressly disclaim the
liability of its shareholders for such 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
Trust.

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. Therefore, financial loss
resulting from liability
as a shareholder will occur only if the Trust itself cannot meet
its obligations to
indemnify shareholders and pay judgments against them from its assets.

Tax Information

Federal Income Tax

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

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

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

_ the Trust is not subject to Pennsylvania corporate or
personal property taxes;
and

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

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

Performance Information

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

Total return represents the change, over a specified period of time,
in the value of an
investment in Shares of the Trust 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 Shares of the Trust is calculated by dividing the net
investment income per
share (as defined by the Securities and Exchange Commission) earned
by Shares over a
thirty-day period by the maximum offering price per share of Shares 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 Shares and, therefore,
may not correlate to
the dividends or other distributions paid to shareholders.

The Trust is sold without any sales charge or other similar non-
recurring charges.

Total return and yield will be calculated separately for
Institutional Shares and
Institutional Service Shares.

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

Other Classes of Shares

The Trust also offers another class of shares called Institutional
Shares. Institutional
Shares are sold at net asset value primarily to accounts for which
financial institutions
act in a fiduciary or agency capacity, or other accounts where the
financial institution
maintains master accounts with an aggregate investment of at least $400
million in certain
funds which are advised or distributed by affiliates of Federated
Investors. Institutional
Shares are also made available to financial intermediaries, as well as
private and public
organizations and are subject to a minimum initial investment of
$25,000.

Institutional Shares and Institutional Service Shares are subject to
certain of the same
expenses; however, Institutional Service Shares are distributed under a
12b-1 Plan adopted
by the Trust. This, plus other expense differences between
Institutional Shares and
Institutional Service Shares, may affect the performance of each class.

To obtain more information and a prospectus for Institutional Shares,
investors may call
1-800-235-4669.

Addresses

Federated U.S. Government Securities Fund: 5-10 Years
Federated
Investors Tower
Pittsburgh,
Pennsylvania
Institutional Service Shares 15222-3779

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

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

Custodian
P.O. Box 8602
State Street Bank and Trust Company Boston,
Massachusetts 02266-8602

Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated
Investors Tower
Pittsburgh,
Pennsylvania
15222-3779

Independent Auditors
One Oxford
Centre
Ernst & Young LLP Pittsburgh,
Pennsylvania 15219

Federated U.S.
Government Securities
Fund: 5-10 Years Institutional Service Shares Prospectus

An Open-End, Diversified Management
Investment Company

Prospectus dated , 1995

FEDERATED SECURITIES CORP. LOGO
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779

G01209-01-ISS

Information contained herein is subject to completion or amendment. A
registration
statement relating to these securities has been filed with the
Securities and Exchange
Commission. These securities may not be sold nor may offers to buy be
accepted prior to
the time the registration statement becomes effective. This prospectus
shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any
sale of these securities in any State in which such offer, solicitation
or sale would be
unlawful prior to registration or qualification under the securities
laws of any such
State.

SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED JUNE 20, 1995
Federated U.S. Government Securities Fund: 5-10 Years
Institutional Shares
Prospectus

The Institutional Shares offered by this prospectus represent interests
in a diversified
portfolio of securities of Federated U.S. Government Securities Fund:
5-10 Years (the
"Trust"). The Trust is an open-end management investment company (a
mutual fund).

The investment objective of the Trust is to pursue total return
consistent with current
income. The Trust invests primarily in U.S. government securities.
Institutional Shares
are sold at net asset value.

THE INSTITUTIONAL 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
GOVERNMENTAL
AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS, INCLUDING
THE POSSIBLE LOSS
OF PRINCIPAL.

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

The Trust has also filed a Combined Statement of Additional Information
for Institutional
Shares and Institutional Service Shares dated , 1995, with
the Securities and
Exchange Commission. The information contained in the Combined
Statement of Additional
Information is incorporated by reference into this prospectus. You may
request a copy of
the Combined Statement of Additional Information which is in paper form
only, or a paper
copy of this prospectus, if you have received it electronically, free of
charge by calling
1-800-235-4669. To obtain other information or make inquiries about the
Trust, contact the
Trust at the address listed in the back of this prospectus.

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

Prospectus dated , 1995

Summary of Trust Expenses Institutional Shares1
General Information2
Federated LifeTrackTM Program2
Investment Information3
Investment Objective3
Investment Policies3
Investment Limitations4
Trust Information4
Management of the Trust4
Distribution of Institutional Shares6
Administration of the Trust6
Net Asset Value7
Investing in Institutional Shares7
Share Purchases7
Minimum Investment Required8
What Shares Cost8
Certificates and Confirmations8
Dividends8
Capital Gains8
Redeeming Institutional Shares9
Telephone Redemption9
Written Requests9
Accounts With Low Balances10
Shareholder Information10
Voting Rights10
Massachusetts Partnership Law10
Tax Information11
Federal Income Tax11
Pennsylvania Corporate and Personal Property Taxes11
Performance Information11
Other Classes of Shares12
Addresses 13

Summary of Trust Expenses Institutional Shares

INSTITUTIONAL SHARES
SHAREHOLDER TRANSACTION EXPENSES

ANNUAL INSTITUTIONAL SHARES OPERATING EXPENSES*
(AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS)

MANAGEMENT FEE (AFTER WAIVER) (1) 0.00%
12B-1 FEE NONE
TOTAL OTHER EXPENSES 0.54%
SHAREHOLDER SERVICES FEE (AFTER WAIVER) (2) 0.09%
TOTAL INSTITUTIONAL SHARES OPERATING EXPENSES (3) 0.54%

(1) The estimated management fee has been reduced to reflect the anticipated voluntary
waiver of a portion of the management fee. The adviser can terminate this voluntary
waiver at any time at its sole discretion. The maximum management fee is 0.50%.
(2) The maximum shareholder services fee is 0.25%.
(3) The Total Institutional Shares Operating Expenses are estimated to be 1.30% absent
the anticipated voluntary waivers of the management fee and shareholder services
fee and the anticipated voluntary reimbursement of certain other operating
expenses.
* Annual Institutional Shares Operating Expenses in the table above are estimated
based on expenses expected to be incurred during the fiscal year ending
February 29, 1996. During the course of this period, expenses may be more or less
than the amount shown.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF
INSTITUTIONAL SHARES OF THE TRUST WILL BEAR, EITHER DIRECTLY OR INDIRECTLY.
FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE
"INVESTING IN INSTITUTIONAL SHARES" AND "TRUST INFORMATION."
WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO
ADDITIONAL FEES.
</TABLE>

<S> <C> <C>
1 3
EXAMPLE YEAR 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 . . . . . . . . . . . . . . . . . . . $6 $17

</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 FISCAL YEAR
ENDING
FEBRUARY 29, 1996.

General Information

The Trust was established as a Massachusetts business trust under a
Declaration of Trust
dated June 14, 1995. 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. As of the
date of this prospectus, the Board of Trustees (the "Trustees") have
established two
classes of shares of the Trust, known as Institutional Shares and
Institutional Service
Shares. This prospectus relates only to Institutional Shares.

Institutional Shares ("Shares") are sold primarily to accounts for
which financial
institutions act in a fiduciary or agency capacity, or other accounts
where the financial
institution maintains master accounts with an aggregate investment of
at least $400
million in certain funds which are advised or distributed by affiliates
of Federated
Investors. Shares are also made available to financial intermediaries,
as well as public
and private organizations. An investment in the Trust serves as 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 over a
90-day period is
required.

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

Federated LifeTrackTM Program

The Trust is a member of the Federated LifeTrackTM Program sold
through financial
representatives. Federated LifeTrackTM Program is an integrated program
of investment
options, plan recordkeeping, and consultation services for 401(k) and
other
participant-directed benefit and savings plans. Under the Federated
LifeTrackTM Program,
employers or plan trustees may select a group of investment options to
be offered in a
plan which also uses the Federated LifeTrackTM Program for
recordkeeping and
administrative services. Additional fees are charged to participating
plans for these
services. As part of the Federated LifeTrackTM Program, exchanges may
readily be made
between investment options selected by the employer or a plan trustee.

The other funds participating in the Federated LifeTrackTM Program are:
American Leaders
Fund, Inc., Automated Cash Management Trust, Automated Government Cash
Reserves, Automated
Government Money Trust, Automated Treasury Cash Reserves, Capital
Preservation Fund,
Federated ARMs Fund, Federated GNMA Trust, Federated Growth Trust,
Federated High Yield
Trust, Federated Income Trust, Federated Managed Aggressive Growth
Fund, Federated Managed
Growth and Income Fund, Federated Managed Growth Fund, Federated
Managed Income Fund,
Federated Max Cap Fund, Federated Mini Cap Fund, Federated Mid Cap
Fund, Federated
Short-Term Income Fund, Federated Stock Trust, Federated U.S.
Government Securities Fund
1-3 Years, Federated U.S. Government Securities Fund 2-5 Years,
Fortress Bond Fund,
Fortress Utility Fund, Inc., Fund for U.S. Government Securities, Inc.,
Intermediate
Income Fund, International Equity Fund, International Income Fund,
Liberty Equity Income
Fund, Inc., Liberty High Income Bond Fund, Inc., Liberty Utility Fund,
Inc., and Stock and
Bond Fund, Inc.

With respect to Shares, no sales load is imposed on purchases made
by retirement plans
with over $1 million invested in funds participating in the Federated
LifeTrackTM Program.

Investment Information

Investment Objective

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

Investment Policies

The Trust pursues its investment objective by investing primarily in
securities which are
guaranteed as to payment of principal and interest by the U.S.
government or U.S.
government agencies or instrumentalities. Under normal circumstances,
the Trust will
invest at least 65% of the value of its total assets in U.S. government
securities. The
Trust will maintain a dollar weighted average portfolio maturity
between five and ten
years, although the Trust may purchase individual securities with
longer maturities.
Unless otherwise noted, the investment policies of the Trust may be
changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material
change in these policies becomes effective.

Acceptable Investments. The U.S. government securities in which the
Trust invests are
either issued or guaranteed by the U.S. government, its agencies, or
instrumentalities. These securities are limited to:

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

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

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

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

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

_ the credit of the agency or instrumentality.

The prices of fixed income securities fluctuate inversely to the
direction of interest
rates.

Repurchase Agreements. Repurchase agreements are arrangements in which
banks,
broker/dealers, and other recognized financial institutions sell U.S.
government
securities or other securities to the Trust and agree at the time of
sale to
repurchase them at a mutually agreed upon time and price. To the extent
that the original
seller does not repurchase the securities from the Trust, the Trust
could receive less
than the repurchase price on any sale of such securities.

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

Investment Limitations

The Trust will not borrow money directly or through reverse repurchase
agreements
(arrangements in which the Trust sells a portfolio instrument 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 Trust may borrow up to one-third of the
value of its total
assets and pledge securities to secure such borrowings.

The above investment limitation cannot be changed without shareholder
approval.

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 Trust are made by
Federated Management,
the Trust's investment adviser, subject to direction by the Trustees.
The adviser continually
conducts investment research and supervision for the Trust and is
responsible for the
purchase or sale of portfolio instruments, for which it receives an
annual fee from the
Trust.

Both the Trust and the Adviser have adopted strict codes of ethics
governing the conduct
of all employees who manage the Trust and its portfolio securities.
These codes recognize
that such persons owe a fiduciary duty to the Trust's shareholders
and must place the
interests of shareholders ahead of the employees' own 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 Trust; prohibit purchasing securities in
initial public
offerings; and prohibit taking profits on securities held for less
than sixty days.
Violations of the codes are subject to review by the Board of Trustees,
and could result
in severe penalties.

Advisory Fees. The Trust's adviser receives an annual investment
advisory fee equal
to .50 of 1% of the Trust's average daily net assets. The adviser has
also undertaken
to reimburse the Trust for operating expenses in excess of limitations
established
by certain states. This does not include reimbursement to the Trust 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 ther 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 $72 billion invested across more than
260 funds
under management and/or administration by its subsidiaries, as of
December 31, 1994,
Federated Investors is one of the largest mutual fund investment
managers in the
United States. With more than 1,750 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.

Susan M. Nason has been the Trust's portfolio manager since its
inception. Ms. Nason
joined Federated Investors in 1987 and has been a Vice President of
the Trust's
investment adviser since 1993. Ms. Nason served as an Assistant Vice
President of
the investment adviser from 1990 until 1992, and from 1987 until
1990 she acted as
an investment analyst. Ms. Nason is a Chartered Financial Analyst and
received her
M.B.A. in Finance from Carnegie Mellon University.

Joseph M. Balestrino has been the Trust's portfolio manager since its
inception.
Mr. Balestrino joined Federated Investors in 1986 and has been an
Assistant Vice
President of the Trust's investment adviser since 1991. Mr. Balestrino
served as an
Investment Analyst of the investment adviser from 1989 until 1991, and
from 1986
until 1989 he acted as Project Manager in the Product Development
Department.
Mr. Balestrino is a Chartered Financial Analyst and received his M.A.
in Urban and
Regional Planning from the University of Pittsburgh.

Other Payments to Financial Institutions. The distributor may also
pay financial
institutions a fee based on the average net asset value of shares of
their
customers invested in the Trust for providing administrative services.
This fee,
if paid, will be reimbursed by the Trust's investment adviser and not
the Trust.

The Trust's adviser or its affiliates may also offer to pay a fee
from their own
assets to financial institutions as financial assistance for
providing substantial
marketing and sales support. 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 Trust.
Such assistance will be predicated upon the amount of Shares the
dealer sells or may
sell, and/or upon the type and nature of sales or operational support
furnished by
the financial institution. These payments will be made by the Trust's
adviser and
will not be made from the assets of the Trust.

The Glass-Steagall Act prohibits a depository institution (such as a
commercial bank
or a savings and loan association) from being an underwriter or
distributor of most
securities. In the event the Glass-Steagall Act is deemed to prohibit
depository
institutions from acting in the administrative capacities described
above or should
Congress relax current restrictions on depository institutions, the
Trustees will
consider appropriate changes in the services.

State securities laws governing the ability of depository
institutions to act as
underwriters or distributors of securities may differ from
interpretations given to

the Glass-Steagall Act and, therefore, banks and financial
institutions may be
required to register as dealers pursuant to state law.

Distribution of Institutional Shares

Federated Securities Corp. is the principal distributor for the
Shares. 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 Trust

Administrative Services. Federated Administrative Services, a
subsidiary of Federated
Investors, provides administrative personnel and services (including
certain legal
and financial reporting services) necessary to operate the Trust.
Federated
Administrative Services provides these at an annual rate which relates
to the
average aggregate daily net assets of all funds advised by
subsidiaries of
Federated Investors ("Federated Funds") as specified below:

Custodian. State Street Bank and Trust Company ("State Street Bank"),
Boston,
Massachusetts, is custodian for the securities and cash of the Trust.

Transfer Agent and Dividend Disbursing Agent. Federated Services
Company, Pittsburgh,
Pennsylvania is transfer agent for the shares of the Trust and
dividend disbursing agent
for the Trust.

Independent Auditors. The independent auditors for the Trust are
Ernst & Young LLP,
Pittsburgh, Pennsylvania 15219.

Net Asset Value

The Trust'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 Trust, subtracting the interest of the Shares in
the liabilities of
the Trust and those attributable to Shares, and dividing the remainder
by the total number
of Shares outstanding. The net asset value of Institutional Shares may
exceed that of
Institutional Service Shares due to the variance in daily net income
realized by each
class. Such variance will reflect only accrued net income to which the
shareholders of a
particular class are entitled.

Investing in Institutional Shares

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.

By Wire. To purchase Shares by Federal Reserve wire, call the Trust
before 4:00 p.m.
(Eastern time) to place an order. The order is considered received
immediately Payment by
federal wire 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 Services
Company c/o State Street Bank and Trust Company, Boston,
Massachusetts; Attention:
EDGEWIRE; For Credit to: Federated U.S. Government Securities Fund: 5-
10
Years Institutional Shares; Trust Number(this number can be found on
the account
statement or by contacting the Trust); Group Number or Wire Order
Number; Nominee or
Institution Name; and ABA Number 011000028.

By Mail. To purchase Shares by mail, send a check made payable to
Federated U.S. Government
Securities Fund: 5-10 Years Institutional Shares to Federated Services
Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts
02266-8602. Orders by
mail are considered received after payment by check is converted by
the transfer agent's
bank, State Street Bank, into federal funds. This is generally the
next business day after
State Street Bank receives the check.

Minimum Investment Required

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 Trust.
Investors who
purchase Shares through a non-affiliated bank or broker may be
charged an additional
service fee by that bank or broker.

The net asset value is determined at the close of trading (normally
4:00 p.m., Eastern
time) on the New York Stock Exchange each day the New York Stock
Exchange is open, except
on i) days on which there are not sufficient changes in the value of
the Trust's
portfolio securities such 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; and (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 Trust, Federated Services Company maintains
a share account for
each shareholder. Share certificates are not issued unless requested
by contacting the
Trust.

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 State Street Bank. 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 Trust.

Capital Gains

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

Redeeming Institutional Shares

The Trust redeems Shares at their net asset value next determined
after the Trust receives
the redemption request. Redemptions will be made on days on which the
Trust computes its
net asset value. Redemption requests must be received in proper form
and can be made by
telephone request or by written request.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Trust 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. If at any time the Trust shall determine it
necessary to terminate or
modify this method of redemption, shareholders would be promptly
notified.

An authorization form permitting the Trust 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 Trust, it may be liable for losses due to
unauthorized or fraudulent
telephone instructions.

Written Requests

Shares may also be redeemed by sending a written request to the
Trust. Call the Trust for
specific instructions before redeeming by letter. The shareholder will
be asked to provide
in the request his name, the Trust name and class of shares name, his
account number, and
the share or dollar amount requested. If share certificates have been
issued, they must be
properly endorsed and should be sent by registered or certified mail
to Federated Services
Company, 500 Victory Road-2nd Floor, Quincy, Massachusetts, 02171
with the written
request.

Signatures.
Shareholders requesting a redemption of $50,000 or more, a redemption
of any
amount to be sent to an address other than that on record with the
Trust, or a redemption
payable other than to the shareholder of record must have signatures
on written redemption
requests guaranteed by:

_ a trust company or commercial bank whose deposits are insured by
the Bank
Insurance Fund, which is administered by the Federal Deposit
Insurance
Corporation ("FDIC");

_ a member of the New York, American, Boston, Midwest, or Pacific
Stock
Exchange;

_ a savings bank or savings and loan association whose deposits are
insured by
the Savings Association Insurance Fund, which is administered by the
FDIC; or

_ any other "eligible guarantor institution," as defined in the
Securities
Exchange Act of 1934.

The Trust does not accept signatures guaranteed by a notary public.

The Trust and its transfer agent have adopted standards for accepting
signature guarantees
from the above institutions. The Trust may elect in the future to
limit eligible signature
guarantors to institutions that are members of a signature guarantee
program. The Trust
and its transfer agent reserve the right to amend these standards
at any time without
notice.

Receiving Payment. Normally, a check for the proceeds is mailed within
one business day, but
in no event more than seven days, after receipt of a proper written
redemption request.

Accounts With Low Balances

Due to the high cost of maintaining accounts with low balances, the
Trust may redeem
Shares in any account and pay the proceeds to the shareholder if the
account balance falls
below a required minimum value of $25,000. This requirement does not
apply, however, if
the balance falls below $25,000 because of changes in the Trust'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 Trust gives the shareholder one vote in Trustee
elections and other
matters submitted to shareholders for vote. All shares of all classes
of each portfolio in
the Trust have equal voting rights except that in matters affecting
only a particular
portfolio or class, only shares of that portfolio or class are
entitled to 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
operation and for the election of Trustees under certain circumstances

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.

Massachusetts Partnership Law
Under certain circumstances, shareholders may be held personally
liable as partners under
Massachusetts law for obligations of the Trust. To protect the
shareholders of the Trust,
the Trust has filed legal documents with Massachusetts that expressly
disclaim the
liability of its shareholders for such 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
Trust.

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. Therefore, financial loss
resulting from liability
as a shareholder will occur only if the Trust itself cannot meet its
obligations to
indemnify shareholders and pay judgments against them from its assets.

Tax Information

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

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

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the
Trust:

_ the Trust is not subject to Pennsylvania corporate or personal
property taxes;
and

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

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

Performance Information

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

Total return represents the change, over a specified period of time,
in the value of an
investment in Shares of the Trust 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 Trust is sold without any sales charge or other similar non-
recurring charges.

Total return and yield will be calculated separately for
Institutional Shares and
Institutional Service Shares.

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

Other Classes of Shares

The Trust also offers another class of shares called Institutional
Service Shares.
Institutional Service Shares are sold at net asset value primarily to
retail and private
banking customers of financial institutions and are subject to a
minimum initial
investment of $25,000.

Institutional Shares and Institutional Service Shares are subject to
certain of the same
expenses; however, Institutional Service Shares are distributed under
a 12b-1 Plan adopted
by the Trust. This, plus other expense differences between
Institutional Shares and
Institutional Service Shares, may affect the performance of each
class.

To obtain more information and a prospectus for Institutional Service
Shares, investors
may call 1-800-235-4669.

Addresses

Federated U.S. Government Securities Fund: 5-10 Years
Federated Investors
Tower
Pittsburgh,
Pennsylvania
Institutional Shares 15222-3779

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

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

Custodian
P.O. Box 8602
State Street Bank and Trust Company Boston, Massachusetts
02266-8602

Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors
Tower
Pittsburgh,
Pennsylvania
15222-3779

Independent Auditors
One Oxford Centre
Ernst & Young LLP Pittsburgh,
Pennsylvania 15219

Federated U.S.
Government Securities
Fund: 5-10 Years Institutional Shares Prospectus

An Open-End, Diversified Management
Investment Company

Prospectus dated , 1995
Federated Securities Corp. Logo
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779
G01209-01-IS

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 20, 1995

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS
INSTITUTIONAL SHARES
INSTITUTIONAL SERVICE SHARES
Combined Statement of Additional Information

The Institutional Shares and Institutional Service Shares
represent interests in a diversified portfolio of securities of
Federated U.S. Government Securities Fund: 5-10 Years (the
"Trust"). This Combined Statement of Additional Information should
be read with the respective prospectuses for Institutional Shares
and Institutional Service Shares dated ______, 1995. This
Statement is not a prospectus itself. To receive a copy of either
prospectus, write or call the Trust.
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
Statement dated _______, 1995

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY ANY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS STATEMENT OF ADDITIONAL
INFORMATION DOES NOT CONSTITUTE A PROSPECTUS.

FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
GENERAL INFORMATION ABOUT THE
TRUST 1
INVESTMENT OBJECTIVE AND POLICIES 1
Types of Investments 1
When-Issued and Delayed
Delivery Transactions 1
Repurchase Agreements 1
Portfolio Turnover 1
Investment Limitations 1

FEDERATED U. S. GOVERNMENT
SECURITIES FUND: 5-10
YEARS MANAGEMENT 3
The Funds 7
Trust Ownership 7
Trustee Liability 7
INVESTMENT ADVISORY SERVICES 8
Adviser to the Trust 8
Advisory Fees 8
TRUST ADMINISTRATION 8
TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT 8
PURCHASING SHARES 9
Distribution and Shareholder
Services Plans 9
Conversion to Federal Funds 9
DETERMINING NET ASSET VALUE 9
Determining Market Value of
Securities 9
REDEEMING SHARES 10
Redemption in Kind 10
TAX STATUS 10
The Trust's Tax Status 10
Shareholders' Tax Status 10
TOTAL RETURN 11
YIELD 11
PERFORMANCE COMPARISONS 11
Duration 12
ABOUT FEDERATED INVESTORS 12

GENERAL INFORMATION ABOUT THE TRUST
Federated U.S. Government Securities Fund: 5-10 Years was established
as a Massachusetts business trust under a Declaration of Trust dated
June 14, 1995.
Shares of the Trust are offered in two classes, known as Institutional
Shares and Institutional Service Shares (individually and collectively
referred to as "Shares," as the context may require). This Combined
Statement of additional information relates to the above mentioned
Shares of the Trust.
INVESTMENT OBJECTIVE AND POLICIES
The Trust's investment objective is to pursue total return consistent
with current income. The investment objective may not be changed by the
Board of Trustees ("Trustees") without shareholder approval.
TYPES OF INVESTMENTS
The Trust invests primarily in U.S. government securities. Unless
indicated otherwise, the investment policies of the Trust may be changed
without shareholder approval. Shareholders will not be notified before
any material change in the policies becomes effective.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price or yield for the Trust. No fees or other expenses,
other than normal transaction costs, are incurred. However, liquid
assets of the Trust sufficient to make payment for the securities to be
purchased are segregated on the Trust's records at the trade date. These
assets are marked to market daily and are maintained until the
transaction has been settled. The Trust does not intend to engage in
when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
REPURCHASE AGREEMENTS
The Trust requires its custodian to take possession of the securities
subject to repurchase agreements, and these securities are marked to
market daily. To the extent that the original seller does not repurchase
the securities from the Trust, the Trust 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 Trust might be delayed pending
court action. The Trust believes that under the regular procedures
normally in effect for custody of the Trust's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Trust and allow retention or disposition of
such securities. The Trust will only enter into repurchase agreements
with banks and other recognized financial institutions such as
broker/dealers which are deemed by the Trust's adviser to be
creditworthy pursuant to guidelines established by the Trustees.
REVERSE REPURCHASE AGREEMENTS
The Trust may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Trust transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Trust will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate. The use of reverse repurchase
agreements my enable the Trust 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
Trust will be able to avoid selling portfolio instruments at a
disadvantageous time.
PORTFOLIO TURNOVER
The Trust may trade or dispose of portfolio securities as considered
necessary to meet its investment objective. It is not anticipated that
the portfolio trading engaged in by the Trust will result in its annual
rate of portfolio turnover exceeding 100%.
INVESTMENT LIMITATIONS

Selling Short and Buying on Margin
The Trust will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as may
be necessary for clearance of transactions.
Issuing Senior Securities and Borrowing Money
The Trust will not issue senior securities, except that the Trust
may borrow money directly or through reverse repurchase agreements
in amounts up to one-third of the value of its total assets,
including the amounts borrowed.
The Trust will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management of
the portfolio by enabling the Trust to meet redemption requests
when the liquidation of portfolio securities is deemed to be
inconvenient or disadvantageous. The Trust will not purchase any
securities while borrowings in excess of 5% of its total assets
are outstanding.
Pledging Assets
The Trust will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings.
Investing in Real Estate
The Trust 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 Trust will not purchase or sell commoditites, commodity
contracts, or commodity futures contracts.
Underwriting
The Trust 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 Trust may
purchase pursuant to its investment objective, policies, and
limitations.
Diversification of Investments
With respect to securities comprising 75% of the value of its
total assets, the Trust 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 any one issuer.
Lending Cash or Securities
The Trust will not lend any of its assets, except portfolio
securities. This shall not prevent the Trust from purchasing or
holding money market instruments, repurchase agreements,
obligations of the U.S. government, its agencies or
instrumentalities, or certain debt instruments as permitted by its
investment objective, policies, and limitations or the Trust's
Declaration of Trust.
The above investment limitations cannot be changed without
shareholder approval. The following limitations, however, may be
changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in these
limitations becomes effective.

Investing in Illiquid Securities
The Trust 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 securities not determined by the Trustees to be liquid.
Investing in Minerals
The Trust will not purchase interests in oil, gas, or other
mineral exploration or development programs or leases, except it
may invest in the securities of issuers which invest in or sponsor
such programs.
Investing in New Issuers
The Trust will not invest more than 5% of the value of its total
assets in securities of issuers which have records of less than
three years of continuous operations, including the operation of
any predecessor.
Investing in Issuers Whose Securities Are Owned by Officers and
Trustees of the Trust
The Trust will not purchase or retain the securities of any issuer
if the Officers and Trustees of the Trust or the Trust'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.
Purchasing Securities to Exercise Control
The Trust will not purchase securities of a company for purpose of
exercising control or management.
Dealing in Puts and Calls
The Trust will not buy or sell puts, calls, straddles, spreads, or
any combination of these.
Investing in Securities of Other Investment Companies
The Trust will limit its investment in other investment companies
to no more than 3% of the total outstanding voting stock of any
investment company, will invest no more than 5% of its total
assets in any one investment company, and will invest no more than
10% of its total assets in investment companies in general. The
Trust 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,
reorganization, or acquisition of assets.

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 Trust does not intend to borrow money or pledge securities in excess
of 5% of the value of its net assets during the coming fiscal year.
For purposes of its policies and limitations, the Trust 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 U. S. Government Securities Fund: 5-10 Years Management
Officers and Trustees are listed with their addresses, birthdates,
principal occupations during the past five years, and present positions,
including any affiliation with Federated Management, Federated
Investors, Federated Securities Corp., Federated Administrative
Services, Federated Shareholder Services, and Federated Services
Company.

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.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.

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

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President,
John R. Wood and Associates, Inc., Realtors; President, Northgate
Village Development Corporation; Partner or Trustee in private real
estate ventures in Southwest Florida; Director, Trustee, or Managing
General Partner of the Funds; formerly, President, Naples Property
Management, Inc.

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Vi
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and
Director, Ryan Homes, Inc.

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

Lawrence D. Ellis, M.D. *
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees, University of
Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
Downtown; Member, Board of Directors, University of Pittsburgh Medical
Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian
and Montefiore Hospitals; Director, Trustee, or Managing General Partner
of the Funds.

Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate: April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

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

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer
Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
Management Center; Director, Trustee, or Managing General Partner of the
Funds; President Emeritus, University of Pittsburgh; founding ,
Chairman, National Advisory Council for Environmental Policy and
Technology, and Federal Emergency Management Advisory Board.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949

Executive Vice President
President and Trustee, Federated Investors, Federated Advisers,
Federated Management, and Federated Research; President and Director,
Federated Research Corp.; President, Passport Research, Ltd.; Trustee,
Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the
Funds; Director, Trustee, or Managing General Partner of some of the
Funds. Mr. Donahue is the son of John F. Donahue, Chairman and Trustee
of the Trust.

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923

Vice President

Executive Vice President and Trustee, Federated Investors;
Director, Federated Research Corp.; Chairman and Director,
Federated Securities Corp.; President or Vice President of some of
the Funds; Director or Trustee of some of the Funds.

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

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Vice President, Secretary, and Trustee, Federated Advisers,
Federated Management, and Federated Research; Vice President and
Secretary, Federated Research Corp. and Passport Research, Ltd.;
Trustee, Federated Services Company; Executive Vice President,
Secretary, and Trustee, Federated Administrative Services; Secretary and
Trustee, Federated Shareholder Services; Executive Vice President and
Director, Federated Securities Corp.; Vice President and Secretary of
the Funds.

* This Trustee is deemed to
be an "interested person" as defined in the Investment Company
Act of 1940, as amended.
@ Member of the Executive
Committee. The Executive Committee of the Board of Trustees
handles the responsibilities of the Board of Trustees between
meetings of the Board.
THE FUNDS
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust;
Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 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; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust; International
Series, Inc.; Investment Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government Money
Market Trust; Liberty Term Trust, Inc. - 1999; Liberty Utility Fund,
Inc.; Liquid Cash Trust; Managed Series Trust; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; New York Municipal Cash Trust;
111 Corcoran Funds; Peachtree Funds; The Planters Funds; RIMCO Monument
Funds; The Shawmut Funds; Short-Term Municipal Trust; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust;
Trademark Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; The Virtus Funds; World Investment
Series, Inc.
TRUST OWNERSHIP
Officers and Trustees own less than 1% of the Trust's outstanding
shares.
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 TRUST
The Trust's investment adviser is Federated Management. 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 or any shareholder of the
Trust 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.
State Expense Limitations
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose
shares are registered for sale in those states. If the Trust's
normal operating expenses (including the investment advisory fee,
but not including brokerage commissions, interest, taxes, and
extraordinary expenses) exceed 2 1/2% per year of the first $30
million of average net assets, 2% per year of the next $70 million
of average net assets, and 1 1/2% per year of the remaining
average net assets, the adviser will reimburse the Trust for its
expenses over the limitation.
If the Trust's monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by
the amount of the excess, subject to an annual adjustment. If the
expense limitation is exceeded, the amount to be reimbursed by the
adviser will be limited, in any single fiscal year, by the amount
of the investment advisory fee.
This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.
TRUST ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Trust for a fee
described in the prospectus. Dr. Henry J. Gailliot, an officer of
Federated Management, the Adviser to the Trust, holds approximately 20%
of the outstanding common stock and serves as a director of Commercial
Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company serves as transfer agent and dividend
disbursing agent for the Trust. The fee paid to the transfer agent is
based upon the size, type and number of accounts and transactions made
by shareholders.
Federated Services Company also maintains the Trust's accounting
records. The fee paid for this service is based upon the level of the
Trust's average net assets for the period plus out-of-pocket expenses.
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 review by the
Trustees.
The adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Trust
or to the adviser and may include:
o advice as to the advisability of investing in securities;
o security analysis and reports;
o economic studies;
o industry studies;
o receipt of quotations for portfolio evaluations; and
o similar services.
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.
Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising the Funds 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.
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 respective prospectus under
"Investing in Institutional Shares" or "Investing in Institutional
Service Shares."
DISTRIBUTION AND SHAREHOLDER SERVICES PLANS
The Trust has adopted a Distribution Plan with respect to the
Institutional Service Shares only. In addition, the Trust has adopted a
Shareholder Services Plan with respect to both classes of shares. These
arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services to stimulate
distribution activities and to cause services to be provided 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, marketing efforts; providing office
space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing
purchase and redemption transactions and automatic investments of client
account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and
addresses.
With respect to the Institutional Service Shares class of the Trust, by
adopting the Distribution Plan, the Board of Trustees expects that the
Trust will be able to achieve a more predictable flow of cash for
investment purposes and to meet redemptions. This will facilitate more
efficient portfolio management and assist the Trust in pursuing its
investment objectives. By identifying potential investors whose needs
are served by the Trust's objectives, and properly servicing these
accounts, it may be possible to curb sharp fluctuations in rates of
redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (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.
CONVERSION TO FEDERAL FUNDS
It is the Trust'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. Federated Services Company 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 Trust are described in the respective
prospectuses.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Trust'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 Trust'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
Trustees determine 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 Trust redeems Shares at the next computed net asset value after the
Trust receives the redemption request. Redemption procedures are
explained in the respective prospectuses under "Redeeming Institutional
Shares" and "Redeeming Institutional Service Shares." Although State
Street Bank does not charge for telephone redemptions, it reserves the
right to charge a fee for the cost of wire-transferred redemptions of
less than $5,000.
REDEMPTION IN KIND
The Trust is obligated to redeem Shares solely in cash up to $250,000 or
1% of the respective class net asset value, whichever is less, for any
one shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the
Trustees determine that further cash payments will have a material
adverse effect on remaining shareholders. In such a case, the Trust will
pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way as the Trust determines net asset
value. The portfolio instruments will be selected in a manner that the
Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption
is made in kind, shareholders 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.
TAX STATUS
THE TRUST'S TAX STATUS
The Trust 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 Trust
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 Trust 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 Shares.
TOTAL RETURN
The average annual total return for the Trust is the average compounded
rate of return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment. The
ending redeemable value is computed by multiplying the number of shares
owned at the end of the period by the net asset value per share at the
end of the period. The number of shares owned at the end of the period
is based on the number of shares purchased at the beginning of the
period with $1,000, less any applicable sales load, adjusted over the
period by any additional shares, assuming the reinvestment of all
dividends and distributions.
YIELD
The yield for both classes of shares of the Trust is determined by
dividing the net investment income per share (as defined by the
Securities and Exchange Commission) earned by either class of shares
over a thirty-day period by the maximum offering price per share of
either class on the last day of the period. This value is 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 Trust
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 either class of shares, performance will be reduced for those
shareholders paying those fees.
PERFORMANCE COMPARISONS
The performance of both classes of shares 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 Trust's expenses or either class of Share's
expenses; and
o various other factors.
Either class of Shares' 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 Trust's performance. When comparing
performance, investors should consider all relevant factors such as the
composition of any index used, prevailing market conditions, portfolio
compositions of other funds and methods used to value portfolio
securities and compute offering price. The financial publications and/or
indices which the Trust 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 Trust will quote its Lipper ranking in the "U.S. government
funds" category in advertising and sales literature.
o MERRILL LYNCH 5-10 YEAR TREASURY INDEX is an unmanaged index
tracking U.S. government securities with maturities between 5 and
9.99 years.
Advertisements and other sales literature for both classes of shares may
quote total returns which are calculated on nonstandardized base
periods. These total returns also represent the historic change in the
value of an investment in either class of shares based on monthly
reinvestment of dividends over a specified period of time.
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 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.
When the Trust invests in mortgage pass-through securities, its duration
will be calculated in a manner which requires assumptions to be made
regarding future principal prepayments. A more complete description of
this calculation is available upon request from the Trust.
ABOUT FEDERATED INVESTORS
Federated in dedicated to meeting investor needs which is reflected in
its investment decision making structured, straightforward, and
consistent. This has resulted in a history of competitive performance
with a range of competitive investment products that have gained the
confidence of thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in
sound methodologies backed by fundamental and technical research.
Investment decisions are made and executed by teams of portfolio
managers, analysts, and traders dedicated to specific market sectors.
In the government sector, as of December 31, 1994, Federated managed 9
mortgage-backed, 4 government/agency and 17 government money market
mutual funds, with assets approximating $8.5 billion, $1.6 billion and
$17 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 $2 trillion to the more than 5,500
funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds
for a variety of investment applications. Specific markets include:
Institutional
Federated 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.
*Source: Investment Company Institute
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 mutual funds are available to consumers through major
brokerage firms nationwide including 200 New York Stock Exchange
firms supported by more wholesalers than any other mutual fund
distributor. The marketing effort to these firms is headed by
James F. Getz, President, Broker/Dealer Division.

G01209-02 (6/95)

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:

(a) Financial Statements (to be filed by amendment)
(b) Exhibits:
(1) Conformed copy of Declaration of Trust of the
Registrant; +
(2) Copy of the By-laws of the Registrant;+
(3) Not applicable;
(4) Copy of Specimen Certificate of Shares of Benefifical
Interest of the Registrant; (to be filed by amendment)
(5) Form of the Investment Advisory Contract; (to be filed
by amendment)
(6) Form of the Distributor's Contract; (to be filed by
amendment)
(7) Not applicable;
(8) (i) Form of the Custodian Agreement of the
Registrant; (to be filed by amendment)
(9) (i) Form of Administrative Services Agreement of the
Registrant; (to be filed by amendment)
(ii) Form of Agreement for Fund Accounting,
Shareholder Recordkeeping, and Custody Services
Procurement; (to be filed by amendment)
(iii) Form of Multi-Class Plan pursuant to Rule 18F-3;
(to be filed by amendment)
(10) Copy of Opinion and Consent of Counsel as to
legality of shares being registered; (to be
filed by amendment);
(11) Copy of Consent of Independent Auditors; (to be
filed by amendment)
(12) Not applicable;
(13) Copy of Initial Capital Undertstanding; (to be
filed by amendment)
(14) Not applicable;
(15) (i) Form of Distribution Plan; (to be filed by
amendment)
(ii) Form of Rule 12b-1 Agreement; (to be filed
by amendment)
(16) Schedule for Computation of Trust Performance
Data; (to be filed by amendment)
(17) Not applicable (Financial Data Schedule);
(18) Conformed copy of Power of Attorney;+

+ All exhibits have been filed electronically

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 June 19, 1995

Shares of Beneficial Interest
(No par value)
Institutional Shares N/A
Institutional Service Shares N/A

Item 27. Indemnification:

Indemnification is provided to Officers and Trustees of the
Registrant pursuant to Section 4 of Article XI of Registrant's
Declaration of Trust. The Investment Advisory Contract between
the Registrant and Federated Management ("Adviser") provides that,
in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties
under the Investment Advisory Contract on the part of Adviser,
Adviser shall not be liable to the Registrant or to any
shareholder for any act or omission in the course of or connected
in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
Registrant's Trustees and Officers are covered by an Investment
Trust Errors and Omissions Policy.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, Officers, and
controlling persons of the Registrant pursuant to the Declaration
of Trust or otherwise, the Registrant is aware that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by Trustees,
Officers, or controlling persons of the Registrant in connection
with the successful defense of any act, suit, or proceeding) is
asserted by such Trustees, Officers, or controlling persons in
connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issues.

Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940 for
Trustees, Officers, and controlling persons of the Registrant by
the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware of the position of the Securities and
Exchange Commission as set for in Investment Company Act Release
No. IC-11330. Therefore, the Registrant undertakes that in
addition to complying with the applicable provisions of the
Declaration of Trust or otherwise, in the absence of a final
decision on the merits by a court or other body before which the
proceeding was brought, that an indemnification payment will not
be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a
majority vote of a quorum of non-party Trustees who are not
interested persons of the Registrant or (ii) by independent legal
counsel in a written opinion that the indemnitee was not liable
for an act of willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties. The Registrant further undertakes
that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an
Officer, Trustee, or controlling person of the Registrant will not
be made absent the fulfillment of at least one of the following
conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Registrant is insured against losses arising
by reason of any lawful advances; or (iii) a majority of a quorum
of disinterested non-party Trustees or independent legal counsel
in a written opinion makes a factual determination that there is a
reason to believe that the indemnitee will be entitled to
indemnification.

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 Federated U.S. Government
Securities Funbd: 5-10 Years. The remaining Trustee of the
investment adviser, and, in parenthesis, his principal
occupation, is Mark D. Olson (Partner, Wilson, Halbrook and
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: Alexander Hamilton
Funds; American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust;
Automated Government Money Trust; BayFunds; The Biltmore
Funds; The Biltmore Municipal Funds; California Municipal
Cash Trust; Cash Trust Series, Inc.; Cash Trust Series II; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Institutional Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated
U.S. Government Securities Fund: 1-3 Years; Federated
U.S. Government Securities Fund: 3-5 Years;First Priority
Funds; First Union Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress
Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fountain Square Funds; Fund for U.S. Government Securities,
Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Independence One Mutual Funds; Insurance Management
Series; Intermediate Municipal Trust; International Series
Inc.; Investment Series Funds, Inc.; Investment Series Trust;
Liberty Equity Income Fund, Inc.; Liberty High Income Bond
Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Utility Fund,
Inc.; Liquid Cash Trust; Managed Series Trust; Marshall
Funds, Inc.; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; The Monitor Funds;
Municipal Securities Income Trust; Newpoint Funds; New York
Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut Funds;
SouthTrust Vulcan Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust;
Tower Mutual Funds; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; Vision Fiduciary
Funds, Inc.; Vision Group of Funds, Inc.; and World
Investment Series, Inc.

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

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant

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

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

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

Mark W. Bloss 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
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant

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

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

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

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

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

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

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

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

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

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

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

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

Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant

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

Joseph L. Epstein 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

David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Stephen A. LaVersa Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant

Francis J. Matten, Jr. 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

R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant

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

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

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

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

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

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

Philip C. Hetzel Assistant 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

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Item 30. Item 30. Location of Accounts and Records:

FEDERATED U.S. GOVERNMENT Federated Investors Tower
SECURITIES FUND: 5-10 YEARS Pittsburgh, Pennsylvania
15222-3779

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

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

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

State Street Bank and Trust P.O. Box 8602
Company Boston, Massachusetts 02266-
("Custodian") 8602

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.

Registrant hereby undertakes to file a post-effective amendment on
behalf of the Institutional and Institutional Service Shares of
Federated U.S. Government Trust: 5-10 Years using financial
statements for the Trust, which need not be certified, within four
to six months from the effective date of Registrant's 1933 Act
Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED U.S.
GOVERNMENT SECURITIES FUND: 5-10 YEARS, has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 20th day of June, 1995.

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS

BY: /s/Robert C. Rosselot
Robert C. Rosselot, Assistant Secretary
Attorney in Fact for J. Christopher Donahue
June 20, 1995

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

NAME TITLE DATE

By: /s/Robert C. Rosselot
Robert C. Rosselot Attorney In Fact June 20, 1995
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

J. Christpopher Donahue* Principal Executive Officer,
Principal Accounting and
Financial Officer, and
Trustee

Byron F. Bowman* Trustee

Frank Polefrone* Trustee

* By Power of Attorney

FORM N-1A EXHIBIT NO. 1
EXHIBIT 3(A) UNDER ITEM 601/REG. S-K

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS

DECLARATION OF TRUST

TABLE OF CONTENTS

Page
ARTICLE I. NAMES AND DEFINITIONS 1

Section 1. Name 1
Section 2. Definitions 1

ARTICLE II. PURPOSE OF TRUST 2

ARTICLE III. BENEFICIAL INTEREST 2

Section 1. Shares of Beneficial Interest 2
Section 2. Ownership of Shares 3
Section 3. Investment in the Trust 3
Section 4. No Pre-emptive Rights; Action by Shareholder 3
Section 5. Establishment and Designation of Series or
Class 3

ARTICLE IV. THE TRUSTEES 5

Section 1. Management of the Trust 5
Section 2. Election of Trustees by Shareholders 5
Section 3. Term of Office of Trustees 5
Section 4. Termination of Service and Appointment of
Trustees 6
Section 5. Number of Trustees 6
Section 6. Effect of Death, Resignation, etc. of a
Trustee 6
Section 7. Ownership of Assets 6

ARTICLE V. POWERS OF THE TRUSTEES 6

Section 1. Powers 6
Section 2. Principal Transactions 8
Section 3. Trustees and Officers as Shareholders 9
Section 4. Parties to Contract 9

Page
ARTICLE VI. TRUSTEES' EXPENSES AND COMPENSATION 9

Section 1. Trustee Reimbursement 9
Section 2. Trustee Compensation 10

ARTICLE VII. INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT 10

Section 1. Investment Adviser 10
Section 2. Administrative Services 11
Section 3. Principal Underwriter 11
Section 4. Transfer Agent 11

ARTICLE VIII. SHAREHOLDERS' VOTING POWERS AND MEETINGS 11

Section 1. Voting Powers 11
Section 2. Meetings 12
Section 3. Quorum and Required Vote 12
Section 4. Action by Written Consent 12
Section 5. Additional Provisions 13

ARTICLE IX. CUSTODIAN 13

ARTICLE X. DISTRIBUTIONS AND REDEMPTIONS 13

Section 1. Distributions 13
Section 2. Redemptions and Repurchases 14
Section 3. Net Asset Value of Shares 14
Section 4. Suspension of the Right of Redemption 15
Section 5. Trust's Right to Redeem Shares 15

ARTICLE XI. LIMITATION OF LIABILITY AND INDEMNIFICATION 15

Section 1. Limitation of Personal
Liability and Indemnification of Shareholders 15
Section 2. Limitation of Personal
Liability and Indemnification of Trustees, Officers,
Employees or Agents of the Trust 16
Section 3. Express Exculpatory Clauses and Instruments 16

Page
ARTICLE XII. MISCELLANEOUS 17

Section 1. Trust is not a Partnership 17
Section 2. Trustee Action Binding,
Expert Advice, No Bond or Surety 17
Section 3. Establishment of Record Dates 17
Section 4. Termination of Trust 17
Section 5. Offices of the Trust,
Filing of Copies, Headings, Counterparts 18
Section 6. Applicable Law 18
Section 7. Amendments -- General 18
Section 8. Amendments -- Series and Classes. 19
Section 9. Use of Name 20
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS

DECLARATION OF TRUST

Dated June 14, 1995

DECLARATION OF TRUST made June 14, 1995, by the undersigned,
and by the holders of shares of beneficial interest to be
issued hereunder as herinafter provided.

WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and
property contributed to the trust fund hereunder shall be held
and managed under this Declaration of Trust IN TRUST as herein
set forth below.

ARTICLE I
NAMES AND DEFINITIONS

Section 1. Name. This Trust shall be known as the Federated
U.S. Government Securities Fund: 5-10 Years, and the Trustees
may conduct the business of the Trust under that name or any
other name as they may determine from time to time.
Section 2. Definitions. Wherever used herein, unless
otherwise required by the context or specifically provided:
(a) The terms "Affiliated Person," "Assignment,"
"Commission," "Interested Person," "Majority
Shareholder Vote" (the 67% or 50% requirement of
Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have
the meanings given them in the 1940 Act, as
amended from time to time;
(b) The "Trust" refers to the Massachusetts Business
Trust established by this Declaration of Trust, as
amended from time to time, inclusive of each and
every Series and Class established hereunder;
(c) "Class" refers to a class of Shares established
and designated under or in accordance with the
provisions of Article III;
(d) "Series" refers to a series of Shares established
and designated under or in accordance with the
provisions of Article III;
(e) "Series Company" refers to the form of a
registered open-end investment company described
in Section 18(f)(2) of the 1940 Act or in any
successor statutory provision;
(f) "Shareholder" means a record owner of Shares of
any Series or Class;
(g) "Trustees" refer to the individual Trustees in
their capacity as Trustees hereunder of the Trust
and their successor or successors for the time
being in office as such Trustees;
(h) "Shares" means the equal proportionate units of
interest into which the beneficial interest in the
Trust shall be divided from time to time, or if
more than one Series or Class of Shares is
authorized by the Trustees, the equal
proportionate units into which each Series or
Class of Shares shall be divided from time to time
and includes fractions of Shares as well as whole
Shares;
(i) The "1940 Act" refers to the Investment Company
Act of 1940, and the Rules and Regulations
thereunder, (including any exemptions granted
thereunder) as amended from time to time; and
(j) "By-Laws" shall mean the By-Laws of the Trust as
amended from time to time.

ARTICLE II
PURPOSE OF TRUST

The purpose of this Trust is to operate as an investment
company, and provide investors a continuous source of managed
investments by investing primarily in securities, derivative
securities, and also in debt instruments, commodities,
commodity contracts and options thereon, and other property.

ARTICLE III
BENEFICIAL INTEREST

Section 1. Shares of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into
transferable Shares, without par value. Subject to the
provisions of Section 5 of this Article III, each Share shall
have voting rights as provided in Article VIII hereof, and
holders of the Shares of any Series shall be entitled to
receive dividends, when and as declared with respect thereto
in the manner provided in Article X, Section 1 hereof. The
Shares of any Series may be issued in one or more Classes, as
the Trustees may authorize pursuant to Article XII, Section 8
hereof. Unless the Trustees have authorized the issuance of
Shares of a Series in two or more Classes, each Share of a
Series shall represent an equal proportionate interest in the
assets and liabilities and the income and the expenses of the
Series with each other Share of the same Series, none having
priority or preference over another. If the Trustees have
authorized the issuance of Shares of a Series in two or more
Classes, then the Classes may have such variations as to
dividend, redemption, and voting rights, net asset values,
expenses borne by the Classes, and other matters as the
Trustees have authorized provided that each Share of a Class
shall represent an equal proportionate interest in the assets
and liabilities and the income and the expenses of the Class
with each other Share of the same Class, none having priority
or preference over another. The number of Shares authorized
shall be unlimited. The Trustees may from time to time divide
or combine the Shares of any Series or Class into a greater or
lesser number without thereby changing the proportionate
beneficial interests in the Series or Class.
Section 2. Ownership of Shares. The ownership of Shares
shall be recorded in the books of the Trust or a transfer
agent which books shall be maintained separately for the
Shares of each Series or Class. The Trustees may make such
rules as they consider appropriate for the transfer of Shares
and similar matters. The record books of the Trust or any
transfer agent, as the case may be, shall be conclusive as to
who are the Shareholders of each Series or Class and as to
the number of Shares of each Series or Class held from time to
time by each.
Section 3. Investment in the Trust. The Trustees shall
accept investments in the Trust from such persons and on such
terms as they may from time to time authorize. After the date
of the initial contribution of capital (which shall occur
prior to the initial public offering of Shares), the number of
Shares to represent the initial contribution shall be
considered as outstanding and the amount received by the
Trustees on account of the contribution shall be treated as an
asset of the Trust to be allocated among any Series or Classes
in the manner described in Section 5(a) of this Article.
Subsequent to such initial contribution of capital, Shares
(including Shares which may have been redeemed or repurchased
by the Trust) may be issued or sold at a price which will net
the relevant Series or Class, as the case may be, before
paying any taxes in connection with such issue or sale, not
less than the net asset value (as defined in Article X,
Section 3) thereof; provided, however, that the Trustees may
in their discretion impose a sales charge upon investments in
or redemptions from the Trust, and upon reinvestments of
dividends and capital gains in Shares.
Section 4. No Pre-emptive Right; Action by Shareholder.
Shareholders shall have no pre-emptive or other right to
subscribe to any additional Shares or other securities issued
by the Trust. No action may be brought by a Shareholder on
behalf of the Trust unless a prior demand regarding such
matter has been made on the Trustees of the Trust.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in
Article XII, Section 8, inter alia, to establish and designate
any additional Series or Class or to modify the rights and
preferences of any existing Series or Class, the initial
Series shall be, and is established and designated as,
Federated U.S. Government Securities Fund: 5-10 Years, and
the initial classes shall be, and are established and
designated as, Institutional Shares and Institutionnal
Services Shares .
Shares of any Series or Class established in this Section 5
shall have the following relative rights and preferences:
(a) Assets belonging to Series or Class. All
consideration received by the Trust for the issue
or sale of Shares of a particular Series or Class,
together with all assets in which such
consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof
from whatever source derived, including, without
limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be,
shall irrevocably belong to that Series or Class
for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books
of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including,
without limitation, any proceeds derived from the
sale, exchange or liquidation of such assets, and
any funds or payments derived from any
reinvestment of such proceeds, in whatever form
the same may be, are herein referred to as "assets
belonging to" that Series or Class. In the event
that there are any assets, income, earnings,
profits and proceeds thereof, funds or payments
which are not readily identifiable as belonging to
any particular Series or Class (collectively
"General Assets"), the Trustees shall allocate
such General Assets to, between or among any one
or more of the Series or Classes established and
designated from time to time in such manner and on
such basis as they, in their sole discretion, deem
fair and equitable, and any General Assets so
allocated to a particular Series or Class shall
belong to that Series or Class. Each such
allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all Series or
Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The
assets belonging to each particular Series or
Class shall be charged with the liabilities of the
Trust in respect to that Series or Class and all
expenses, costs, charges and reserves attributable
to that Series or Class, and any general
liabilities of the Trust which are not readily
identifiable as belonging to any particular Series
or Class shall be allocated and charged by the
Trustees to and among any one or more of the
Series or Classes established and designated from
time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair
and equitable. The liabilities, expenses, costs,
charges and reserves so charged to a Series or
Class are herein referred to as "liabilities
belonging to" that Series or Class. Each
allocation of liabilities belonging to a Series or
Class by the Trustees shall be conclusive and
binding upon the Shareholders of all Series or
Classes for all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases
and_Indemnification. Notwithstanding any other
provisions of this Declaration of Trust,
including, without limitation, Article X, no
dividend or distribution (including, without
limitation, any distribution paid upon termination
of the Trust or of any Series or Class) with
respect to, nor any redemption or repurchase of
the Shares of any Series or Class shall be
effected by the Trust other than from the assets
belonging to such Series or Class, nor except as
specifically provided in Section 1 of Article XI
hereof, shall any Shareholder of any particular
Series or Class otherwise have any right or claim
against the assets belonging to any other Series
or Class except to the extent that such
Shareholder has such a right or claim hereunder as
a Shareholder of such other Series or Class.
(d) Voting. Notwithstanding any of the other
provisions of this Declaration of Trust,
including, without limitation, Section 1 of
Article VIII, only Shareholders of a particular
Series or Class shall be entitled to vote on any
matters affecting such Series or Class. Except
with respect to matters as to which any particular
Series or Class is affected materially differently
or as otherwise required by applicable law, all of
the Shares of each Series or Class shall, on
matters as to which such Series or Class is
entitled to vote, vote with other Series or
Classes so entitled as a single class.
Notwithstanding the foregoing, with respect to
matters which would otherwise be voted on by two
or more Series or Classes as a single class, the
Trustees may, in their sole discretion, submit
such matters to the Shareholders of any or all
such Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or
Class shall carry proportionately all the rights
and obligations of a whole Share of that Series or
Class, including rights with respect to voting,
receipt of dividends and distributions, redemption
of Shares and termination of the Trust or of any
Series or Class.
(f) Exchange Privilege. The Trustees shall have the
authority to provide that the holders of Shares of
any Series or Class shall have the right to
exchange said Shares for Shares of one or more
other Series or Classes in accordance with such
requirements and procedures as may be established
by the Trustees.
(g) Combination of Series or Classes. The Trustees
shall have the authority, without the approval of
the Shareholders of any Series or Class, unless
otherwise required by applicable law, to combine
the assets and liabilities belonging to a single
Series or Class with the assets and liabilities of
one or more other Series or Classes.
(h) Elimination of Series or Classes. The Trustees
shall have the authority, without the approval of
Shareholders of any Series or Class, unless
otherwise required by applicable law, to amend
this Declaration of Trust to abolish that Series
or Class and to rescind the establishment and
designation thereof.

ARTICLE IV
THE TRUSTEES

Section 1. Management of the Trust. The business and affairs
of the Trust shall be managed by the Trustees, and they shall
have all powers necessary and desirable to carry out that
responsibility. The Trustees who shall serve as Trustees are
the undersigned.
Section 2. Election of Trustees by Shareholders. Unless
otherwise required by the 1940 Act or any court or regulatory
body of competent jurisdiction, or unless the Trustees
determine otherwise, a Trustee shall be elected by the
Trustees, and Shareholders shall have no right to elect
Trustees.
Section 3. Term of Office of Trustees. The Trustees shall
hold office during the lifetime of this Trust, and until its
termination as hereinafter provided; except (a) that any
Trustee may resign his office at any time by written
instrument signed by him and delivered to the other Trustees,
which shall take effect upon such delivery or upon such later
date as is specified therein; (b) that any Trustee may be
removed at any time by written instrument signed by at least
two-thirds of the number of Trustees prior to such removal,
specifying the date when such removal shall become effective;
(c) that any Trustee who requests in writing to be retired or
who has become mentally or physically incapacitated may be
retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d)
a Trustee may be removed at any special meeting of
Shareholders of the Trust by a vote of two-thirds of the
outstanding Shares. Any removals shall be effective as to the
Trust and each Series and Class hereunder.
Section 4. Termination of Service and Appointment of
Trustees. In case of the death, resignation, retirement,
removal or mental or physical incapacity of any of the
Trustees, or in case a vacancy shall, by reason of an increase
in number, or for any other reason, exist, the remaining
Trustees shall fill such vacancy by appointing such other
person as they in their discretion shall see fit. An
appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment
shall become effective only at or after the effective date of
said retirement, resignation or increase in number of
Trustees. As soon as any Trustee so appointed shall have
accepted this Trust, the trust estate shall vest in the new
Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed
a Trustee hereunder. Any appointment authorized by this
Section 4 is subject to the provisions of Section 16(a) of the
1940 Act.
Section 5. Number of Trustees. The number of Trustees, not
less than three (3) nor more than twenty (20) serving
hereunder at any time, shall be determined by the Trustees
themselves.
Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled or while any Trustee is physically or
mentally incapacitated, the other Trustees shall have all the
powers hereunder and the certificate signed by a majority of
the other Trustees of such vacancy, absence or incapacity
shall be conclusive, provided, however, that no vacancy which
reduces the number of Trustees below three (3) shall remain
unfilled for a period longer than six calendar months.
Section 6. Effect of Death, Resignation, etc. of a Trustee.
The death, resignation, retirement, removal, or mental or
physical incapacity of the Trustees, or any one or more of
them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this
Declaration of Trust.
Section 7. Ownership of Assets. The assets belonging to each
Series or Class shall be held separate and apart from any
assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustee.
All of the assets belonging to each Series or Class or owned
by the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall be deemed to have a severable
ownership interest in any individual asset belonging to any
Series or Class or owned by the Trust or any right of
partition or possession thereof, but each Shareholder shall
have a proportionate undivided beneficial interest in a Series
or Class.

ARTICLE V
POWERS OF THE TRUSTEES

Section 1. Powers. The Trustees in all instances shall act
as principals, and are and shall be free from the control of
the Shareholders. The Trustees shall have full power and
authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of
the Trust or a Series or Class. The Trustees shall not be
bound or limited by present or future laws or customs in
regard to trust investments, but shall have full authority and
power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the
purpose of this Trust. Without limiting the foregoing, the
Trustees shall have the following specific powers and
authority, subject to any applicable limitation in the 1940
Act or in this Declaration of Trust or in the By-Laws of the
Trust:
(a) To buy, and invest funds in their hands in
securities and other property, including, but not
limited to, common stocks, preferred stocks,
bonds, debentures, warrants and rights to purchase
securities, options, certificates of beneficial
interest, money market instruments, notes or other
evidences of indebtedness issued by any
corporation, trust or association, domestic or
foreign, or issued or guaranteed by the United
States of America or any agency or instrumentality
thereof, by the government of any foreign country,
by any State of the United States, or by any
political subdivision or agency or instrumentality
of any State or foreign country, or "when-issued"
or "delayed-delivery" contracts for any such
securities, or any repurchase agreement or reverse
repurchase agreement, or debt instruments,
commodities, commodity contracts and options
thereon, or to retain assets belonging to each and
every Series or Class in cash, and from time to
time to change the investments of the assets
belonging to each Series or Class;
(b) To adopt By-Laws of the Trust not inconsistent
with the Declaration of Trust providing for the
conduct of the business of the Trust and to amend
and repeal them to the extent that they do not
reserve that right to the Shareholders;
(c) To elect and remove such officers of the Trust and
appoint and terminate such agents of the Trust as
they consider appropriate;
(d) To appoint or otherwise engage a bank or other
entity permitted by the 1940 Act, as custodian of
any assets belonging to any Series or Class
subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents,
dividend disbursing agents, Shareholder servicing
agents, investment advisers, sub-investment
advisers, principal underwriters, administrative
service agents, and such other agents as the
Trustees may from time to time appoint or
otherwise engage;
(f) To provide for the distribution of any Shares of
any Series or Class either through a Principal
Underwriter in the manner hereinafter provided for
or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter
provided for;
(h) To delegate such authority as they consider
desirable to a committee or committees composed of
Trustees, including without limitation, an
Executive Committee, or to any officers of the
Trust and to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets
belonging to one or more Series or Classes,
subject to the provisions of Article XII, Section
4(b) hereof;
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other
securities or property; and to execute and deliver
powers of attorney to such person or persons,
including the investment adviser of the Trust as
the Trustees shall deem proper, granting to such
person or persons such power and discretion with
relation to securities or property as the Trustees
shall deem proper;
(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of
ownership of securities or other property;
(l) To hold any security or property in a form not
indicating any trust, whether in bearer,
unregistered or other negotiable form; or either
in its own name or in the name of a custodian or a
nominee or nominees, subject in either case to
proper safeguards according to the usual business
practice of Massachusetts business trusts or
investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any
corporation or concern, any security of which
belongs to any Series or Class; to consent to any
contract, lease, mortgage, purchase, or sale of
property by such corporation or concern, and to
pay calls or subscriptions with respect to any
security which belongs to any Series or Class;
(n) To engage in and to prosecute, compound,
compromise, abandon, or adjust, by arbitration or
otherwise, any actions, suits, proceedings,
disputes, claims, demands, and things relating to
the Trust, and out of the assets belonging to any
Series or Class to pay, or to satisfy, any debts,
claims or expenses incurred in connection
therewith, including those of litigation, upon any
evidence that the Trustees may deem sufficient
(such powers shall include without limitation any
actions, suits, proceedings, disputes, claims,
demands and things relating to the Trust wherein
any of the Trustees may be named individually and
the subject matter of which arises by reason of
business for or on behalf of the Trust);
(o) To make distributions of income and of capital
gains to Shareholders;
(p) To borrow money;
(q) From time to time to issue and sell the Shares of
any Series or Class either for cash or for
property whenever and in such amounts as the
Trustees may deem desirable, but subject to the
limitation set forth in Section 3 of Article III.
(r) To purchase insurance of any kind, including,
without limitation, insurance on behalf of any
person who is or was a Trustee, officer, employee
or agent of the Trust, or is or was serving at the
request of the Trust as a trustee, director,
officer, agent or employee of another corporation,
partnership, joint venture, trust or other
enterprise, against any liability asserted against
him or incurred by him in any such capacity or
arising out of his status as such;
(s) To sell, exchange, lend, pledge, mortgage,
hypothecate, lease, or write options with respect
to or otherwise deal in any property rights
relating to any or all of the assets belonging to
any Series or Class;
(t) To take action by written consent and
teleconference, as provided in the By-Laws.
The Trustees shall have all of the powers set forth in this
Section 1 with respect to all assets and liabilities of each
Series and Class.
Section 2. Principal Transactions. The Trustees shall not
cause the Trust on behalf of any Series or Class to buy any
securities (other than Shares) from or sell any securities
(other than Shares) to, or lend any assets belonging to any
Series or Class to any Trustee or officer or employee of the
Trust or any firm of which any such Trustee or officer is a
member acting as principal unless permitted by the 1940 Act,
but the Trust may employ any such other party or any such
person or firm or company in which any such person is an
interested person in any capacity not prohibited by the 1940
Act.
Section 3. Trustees and Officers as Shareholders. Any
Trustee, officer, employee or other agent of the Trust may
acquire, own and dispose of Shares of any Series or Class to
the same extent as if he were not a Trustee, officer, employee
or agent; and the Trustees may issue and sell or cause to be
issued or sold Shares of any Series or Class to and buy such
Shares from any such person or any firm or company in which he
is an interested person subject only to the general
limitations herein contained as to the sale and purchase of
such Shares; and all subject to any restrictions which may be
contained in the By-Laws.
Section 4. Parties to Contract. The Trustees may enter into
any contract of the character described in Article VII or in
Article IX hereof or any other capacity not prohibited by the
1940 Act with any corporation, firm, partnership, trust or
association, although one or more of the shareholders,
Trustees, officers, employees or agents of the Trust or their
affiliates may be an officer, director, trustee, partner,
shareholder or interested person of such other party to the
contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship
be liable merely by reason of such relationship for any loss
or expense to the Trust or any Series or Class under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, in the absence of actual
fraud. The same person (including a firm, corporation,
partnership, trust or association) may be the other party to
contracts entered into pursuant to Article VII or Article IX
or any other capacity not prohibited by the 1940 Act, and any
individual may be financially interested or otherwise an
interested person of persons who are parties to any or all of
the contracts mentioned in this Section 4.

ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION

Section 1. Trustee Reimbursement. The Trustees shall be
reimbursed from the assets belonging to each particular Series
or Class for all of such Trustees' expenses as such expenses
are allocated to and among any one or more of the Series or
Classes pursuant to Article III, Section 5(b), including,
without limitation, expenses of organizing the Trust or any
Series or Class and continuing its or their existence; fees
and expenses of Trustees and officers of the Trust; fees for
investment advisory services, administrative services and
principal underwriting services provided for in Article VII,
Sections 1, 2 and 3; fees and expenses of preparing and
printing Registration Statements under the Securities Act of
1933 and the 1940 Act and any amendments thereto; expenses of
registering and qualifying the Trust and any Series or Class
and the Shares of any Series or Class under federal and state
laws and regulations; expenses of preparing, printing and
distributing prospectuses and any amendments thereto sent to
shareholders, underwriters, broker-dealers and to investors
who may be considering the purchase of Shares; expenses of
registering, licensing or other authorization of the Trust or
any Series or Class as a broker-dealer and of its or their
officers as agents and salesmen under federal and state laws
and regulations; interest expenses, taxes, fees and
commissions of every kind; expenses of issue (including cost
of share certificates), purchases, repurchases and redemptions
of Shares, including expenses attributable to a program of
periodic issue; charges and expenses of custodians, transfer
agents, dividend disbursing agents, Shareholder servicing
agents and registrars; printing and mailing costs; auditing,
accounting and legal expenses; reports to Shareholders and
governmental officers and commissions; expenses of meetings of
Shareholders and proxy solicitations therefor; insurance
expenses; association membership dues and nonrecurring items
as may arise, including all losses and liabilities by them
incurred in administering the Trust and any Series or Class,
including expenses incurred in connection with litigation,
proceedings and claims and the obligations of the Trust under
Article XI hereof and the By-Laws to indemnify its Trustees,
officers, employees, shareholders and agents, and any contract
obligation to indemnify Principal Underwriters under Section 3
of Article VII; and for the payment of such expenses,
disbursements, losses and liabilities, the Trustees shall have
a lien on the assets belonging to each Series or Class prior
to any rights or interests of the Shareholders of any Series
or Class. This section shall not preclude the Trust from
directly paying any of the aforementioned fees and expenses.
Section 2. Trustee Compensation. The Trustees shall be
entitled to compensation from the Trust from the assets
belonging to any Series or Class for their respective services
as Trustees, to be determined from time to time by vote of the
Trustees, and the Trustees shall also determine the
compensation of all officers, employees, consultants and
agents whom they may elect or appoint. The Trust may pay out
of the assets belonging to any Series or Class any Trustee or
any corporation, firm, partnership, trust or other entity of
which a Trustee is an interested person for services rendered
in any capacity not prohibited by the 1940 Act, and such
payments shall not be deemed compensation for services as a
Trustee under the first sentence of this Section 2 of Article
VI.

ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES, PRINCIPAL
UNDERWRITER AND TRANSFER_AGENT

Section 1. Investment Adviser. Subject to a Majority
Shareholder Vote by the relevant Series or Class to the extent
such vote is required by law, the Trustees may in their
discretion from time to time enter into an investment advisory
contract whereby the other party to such contract shall
undertake to furnish the Trustees investment advisory services
for such Series or Class upon such terms and conditions and
for such compensation as the Trustees may in their discretion
determine. Subject to a Majority Shareholder Vote by the
relevant Series or Class to the extent such vote is required
by law, the investment adviser may enter into a sub-investment
advisory contract to receive investment advice and/or
statistical and factual information from the sub-investment
adviser for such Series or Class upon such terms and
conditions and for such compensation as the Trustees, in their
discretion, may agree. Notwithstanding any provisions of this
Declaration of Trust, the Trustees may authorize the
investment adviser or sub-investment adviser or any person
furnishing administrative personnel and services as set forth
in Article VII, Section 2 (subject to such general or specific
instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities
belonging to a Series or Class on behalf of the Trustees or
may authorize any officer, employee or Trustee to effect such
purchases, sales, or exchanges pursuant to recommendations of
the investment adviser (and all without further action by the
Trustees). Any such purchases, sales and exchanges shall be
deemed to have been authorized by the Trustees. The Trustees
may also authorize the investment adviser to determine what
firms shall be employed to effect transactions in securities
for the account of a Series or Class and to determine what
firms shall participate in any such transactions or shall
share in commissions or fees charged in connection with such
transactions.
Section 2. Administrative Services. The Trustees may in
their discretion from time to time contract for administrative
personnel and services whereby the other party shall agree to
provide the Trustees administrative personnel and services to
operate the Trust or a Series or Class on a daily basis, on
such terms and conditions as the Trustees may in their
discretion determine. Such services may be provided by one or
more entities.
Section 3. Principal Underwriter. The Trustees may in their
discretion from time to time enter into an exclusive or
nonexclusive contract or contracts providing for the sale of
the Shares of a Series or Class to net such Series or Class
not less than the amount provided in Article III, Section 3
hereof, whereby a Series or Class may either agree to sell the
Shares to the other party to the contract or appoint such
other party its sales agent for such shares. In either case,
the contract shall be on such terms and conditions (including
indemnification of Principal Underwriters allowable under
applicable law and regulation) as the Trustees may in their
discretion determine not inconsistent with the provisions of
this Article VII; and such contract may also provide for the
repurchase or sale of Shares of a Series or Class by such
other party as principal or as agent of the Trust and may
provide that the other party may maintain a market for shares
of a Series or Class.
Section 4. Transfer Agent. The Trustees may in their
discretion from time to time enter into transfer agency and
Shareholder services contracts whereby the other party shall
undertake to furnish transfer agency and Shareholder services.
The contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent
with the provisions of this Declaration of Trust or of the By-
Laws. Such services may be provided by one or more entities.

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. Subject to the provisions set
forth in Article III, Section 5(d), the Shareholders shall
have power to vote, (i) for the election of Trustees as
provided in Article IV, Section 2; (ii) for the removal of
Trustees as provided in Article IV, Section 3(d); (iii) with
respect to any investment adviser or sub-investment adviser as
provided in Article VII, Section 1; (iv) with respect to the
amendment of this Declaration of Trust as provided in Article
XII, Section 7; and (v) with respect to such additional
matters relating to the Trust as may be required by law, by
this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust or the Securities and Exchange
Commission or any State, or as the Trustees may consider
desirable. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by
proxy. A proxy with respect to Shares held in the name of two
or more persons shall be valid if executed by any one of them
unless at or prior to exercise of the proxy the Trust receives
a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or
prior to its exercise and the burden of proving invalidity
shall rest on the challenger. At all meetings of
Shareholders, unless inspectors of election have been
appointed, all questions relating to the qualification of
votes and the validity of proxies and the acceptance or
rejection of votes shall be decided by the chairman of the
meeting. Unless otherwise specified in the proxy, the proxy
shall apply to all shares of the Trust (or each Series or
Class) owned by the Shareholder. Any proxy may be in written
form, telephonic or electronic form, including facsimile, and
all such forms shall be valid when in conformance with
procedures established and implemented by the officers of the
Trust. Until Shares of a Series or Class are issued, the
Trustees may exercise all rights of Shareholders of such
Series or Class with respect to matters affecting such Series
or Class, and may take any action with respect to the Trust or
such Series or Class required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken
by Shareholders.
Section 2. Meetings. A Shareholders' meeting shall be held
as specified in Section 2 of Article IV at the principal
office of the Trust or such other place as the Trustees may
designate. Special meetings of the Shareholders may be called
by the Trustees or the Chief Executive Officer of the Trust
and shall be called by the Trustees upon the written request
of Shareholders owning at least one-tenth of the outstanding
Shares of all Series and Classes entitled to vote.
Shareholders shall be entitled to at least fifteen days'
notice of any meeting.
Section 3. Quorum and Required Vote. Except as otherwise
provided by law, the presence in person or by proxy of the
holders of (a) one-half of the Shares of the Trust on all
matters requiring a Majority Shareholder Vote, as defined in
the Investment Company Act of 1940, or (b) one-third of the
Shares of the Trust on all other matters permitted by law, in
each case, entitled to vote without regard to Class shall
constitute a quorum at any meeting of the Shareholders, except
with respect to any matter which by law requires the separate
approval of one or more Series or Classes, in which case the
presence in person or by proxy of the holders of one-half or
one-third, as set forth above, of the Shares of each Series or
Class entitled to vote separately on the matter shall
constitute a quorum. When any one or more Series or Class is
entitled to vote as a single Series or Class, more than one-
half, or one-third, as appropriate, of the Shares of each such
Series or Class entitled to vote shall constitute a quorum at
a Shareholders' meeting of that Series or Class. If a quorum
shall not be present for the purpose of any vote that may
properly come before the meeting, the Shares present in person
or by proxy and entitled to vote at such meeting on such
matter may, by plurality vote, adjourn the meeting from time
to time to such place and time without further notice than by
announcement to be given at the meeting until a quorum
entitled to vote on such matter shall be present, whereupon
any such matter may be voted upon at the meeting as though
held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-
Laws, a plurality of the votes cast shall elect a Trustee, and
all other matters shall be decided by a majority of the votes
cast and entitled to vote thereon.
Section 4. Action by Written Consent. Subject to the
provisions of the 1940 Act and other applicable law, any
action taken by Shareholders may be taken without a meeting if
a majority of Shareholders entitled to vote on the matter (or
such larger proportion thereof as shall be required by
applicable law or by any express provision of this Declaration
of Trust or the By-Laws) consents to the action in writing.
Such consents shall be treated for all purposes as a vote
taken at a meeting of Shareholders.
Section 5. Additional Provisions. The By-Laws may include
further provisions for Shareholders' votes and meetings and
related matters.

ARTICLE IX
CUSTODIAN

The Trustees may, in their discretion, from time to time enter
into contracts providing for custodial and accounting services
to the Trust or any Series or Class. The contracts shall be
on the terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of
this Declaration of Trust or of the By-Laws. Such services
may be provided by one or more entities, including one or more
sub-custodians.

ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions.
(a) The Trustees may from time to time declare and pay
dividends to the Shareholders of any Series or
Class, and the amount of such dividends and the
payment of them shall be wholly in the discretion
of the Trustees. The frequency of dividends and
distributions to Shareholders may be determined by
the Trustees pursuant to a standing resolution, or
otherwise. Such dividends may be accrued and
automatically reinvested in additional Shares (or
fractions thereof) of the relevant Series or Class
or another Series or Class, or paid in cash or
additional Shares of the relevant Series or Class,
all upon such terms and conditions as the Trustees
may prescribe.
(b) The Trustees may distribute in respect of any
fiscal year as dividends and as capital gains
distributions, respectively, amounts sufficient to
enable any Series or Class to qualify as a
regulated investment company and to avoid any
liability for federal income or excise taxes in
respect of that year.
c) The decision of the Trustees as to what
constitutes income and what constitutes principal
shall be final, and except as specifically
provided herein the decision of the Trustees as to
what expenses and charges of any Series or Class
shall be charged against principal and what
against the income shall be final. Any income not
distributed in any year may be permitted to
accumulate and as long as not distributed may be
invested from time to time in the same manner as
the principal funds of any Series or Class.
(d) All dividends and distributions on Shares of a
particular Series or Class shall be distributed
pro rata to the holders of that Series or Class in
proportion to the number of Shares of that Series
or Class held by such holders and recorded on the
books of the Trust or its transfer agent at the
date and time of record established for that
payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or
Class at any time desires to dispose of Shares of
such Series or Class recorded in his name, he may
deposit a written request (or such other form of
request as the Trustees may from time to time
authorize) requesting that the Trust purchase his
Shares, together with such other instruments or
authorizations to effect the transfer as the
Trustees may from time to time require, at the
office of the transfer agent, or as otherwise
provided by the Trustees and the Trust shall
purchase his Shares out of assets belonging to
such Series or Class. The purchase price shall be
the net asset value of his shares reduced by any
redemption charge or deferred sales charge as the
Trustees from time to time may determine.
Payment for such Shares shall be made by the Trust
to the Shareholder of record within that time
period required under the 1940 Act after the
request (and, if required, such other instruments
or authorizations of transfer) is received,
subject to the right of the Trustees to postpone
the date of payment pursuant to Section 4 of this
Article X. If the redemption is postponed beyond
the date on which it would normally occur by
reason of a declaration by the Trustees suspending
the right of redemption pursuant to Section 4 of
this Article X, the right of the Shareholder to
have his Shares purchased by the Trust shall be
similarly suspended, and he may withdraw his
request (or such other instruments or
authorizations of transfer) from deposit if he so
elects; or, if he does not so elect, the purchase
price shall be the net asset value of his Shares
determined next after termination of such
suspension (reduced by any redemption charge or
deferred sales charge), and payment therefor shall
be made within the time period required under the
1940 Act.
(b) The Trust may purchase Shares of a Series or Class
by agreement with the owner thereof at a purchase
price not exceeding the net asset value per Share
(reduced by any redemption charge or deferred
sales charge) determined (1) next after the
purchase or contract of purchase is made or (2) at
some later time.
(c) The Trust may pay the purchase price (reduced by
any redemption charge or deferred sales charge) in
whole or in part by a distribution in kind of
securities from the portfolio of the relevant
Series or Class, taking such securities at the
same value employed in determining net asset
value, and selecting the securities in such manner
as the Trustees may deem fair and equitable.
Section 3. Net Asset Value of Shares. The net asset value of
each Share of a Series or Class outstanding shall be
determined at such time or times as may be determined by or on
behalf of the Trustees. The power and duty to determine net
asset value may be delegated by the Trustees from time to time
to one or more of the Trustees or officers of the Trust, to
the other party to any contract entered into pursuant to
Section 1 or 2 of Article VII or to the custodian or to a
transfer agent or other person designated by the Trustees.
The net asset value of each Share of a Series or Class as of
any particular time shall be the quotient (adjusted to the
nearer cent) obtained by dividing the value, as of such time,
of the net assets belonging to such Series or Class (i.e., the
value of the assets belonging to such Series or Class less the
liabilities belonging to such Series or Class exclusive of
capital and surplus) by the total number of Shares outstanding
of the Series or Class at such time in accordance with the
requirements of the 1940 Act and applicable provisions of the
By-Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination of
net asset value for the whole or any part of any period in
accordance with the 1940 Act.
Section 4. Suspension of the Right of Redemption. The
Trustees may declare a suspension of the right of redemption
or postpone the date of payment for the whole or any part of
any period in accordance with the 1940 Act.
Section 5. Trust's Right to Redeem Shares. The Trust shall
have the right to cause the redemption of Shares of any Series
or Class in any Shareholder's account for their then current
net asset value and promptly make payment to the shareholder
(which payment may be reduced by any applicable redemption
charge or deferred sales charge), if (a) at any time the total
investment in the account does not have a minimum dollar value
determined from time to time by the Trustees in their sole
discretion, (b) at any time a Shareholder fails to furnish
certified Social Security or Tax Identification Numbers, or
(c) at any time the Trustees determine in their sole
discretion that failure to so redeem may have materially
adverse consequences to the other Shareholders or the Trust or
any Series or Class thereof.

ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Personal Liability and
Indemnification of Shareholders. The Trustees, officers,
employees or agents of the Trust shall have no power to bind
any Shareholder of any Series or Class personally or to call
upon such Shareholder for the payment of any sum of money or
assessment whatsoever, other than such as the Shareholder may
at any time agree to pay by way of subscription for any Shares
or otherwise.
No Shareholder or former Shareholder of any Series or Class
shall be liable solely by reason of his being or having been a
Shareholder for any debt, claim, action, demand, suit,
proceeding, judgment, decree, liability or obligation of any
kind, against or with respect to the Trust or any Series or
Class arising out of any action taken or omitted for or on
behalf of the Trust or such Series or Class, and the Trust or
such Series or Class shall be solely liable therefor and
resort shall be had solely to the property of the relevant
Series or Class of the Trust for the payment or performance
thereof.
Each Shareholder or former Shareholder of any Series or Class
(or their heirs, executors, administrators or other legal
representatives or, in case of a corporation or other entity,
its corporate or other general successor) shall be entitled to
be held harmless from and indemnified against to the full
extent of such liability and the costs of any litigation or
other proceedings in which such liability shall have been
determined, including, without limitation, the fees and
disbursements of counsel if, contrary to the provisions
hereof, such Shareholder or former Shareholder of such Series
or Class shall be held to be personally liable. Such
indemnification shall come exclusively from the assets of the
relevant Series or Class.
The Trust shall, upon request by a Shareholder or former
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust or any
Series or Class and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability and
Indemnification of Trustees, Officers, Employees or Agents of
the Trust. No Trustee, officer, employee or agent of the
Trust shall have the power to bind any other Trustee, officer,
employee or agent of the Trust personally. The Trustees,
officers, employees or agents of the Trust in incurring any
debts, liabilities or obligations, or in taking or omitting
any other actions for or in connection with the Trust, are,
and each shall be deemed to be, acting as Trustee, officer,
employee or agent of the Trust and not in his own individual
capacity.
Trustees and officers of the Trust shall be liable for their
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office
of Trustee or officer, as the case may be, and for nothing
else.
Each person who is or was a Trustee, officer, employee or
agent of the Trust shall be entitled to indemnification out of
the assets of the Trust (or of any Series or Class) to the
extent provided in, and subject to the provisions of, the By-
Laws, provided that no indemnification shall be granted in
contravention of the 1940 Act.
Section 3. Express Exculpatory Clauses and Instruments.
(a) All persons extending credit to, contracting with
or having any claim against the Trust or a
particular Series or Class shall only look to the
assets of the Trust or the assets of that
particular Series or Class for payment under such
credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether
past, present or future, shall be liable therefor.
(b) The Trustees shall use every reasonable means to
assure that all persons having dealings with the
Trust or any Series or Class shall be informed
that the property of the Shareholders and the
Trustees, officers, employees and agents of the
Trust or any Series or Class shall not be subject
to claims against or obligations of the Trust or
any other Series or Class to any extent
whatsoever. The Trustees shall cause to be
inserted in any written agreement, undertaking or
obligation made or issued on behalf of the Trust
or any Series or Class (including certificates for
Shares of any Series or Class) an appropriate
reference to the provisions of this Declaration of
Trust, providing that neither the Shareholders,
the Trustees, the officers, the employees nor any
agent of the Trust or any Series or Class shall be
liable thereunder, and that the other parties to
such instrument shall look solely to the assets
belonging to the relevant Series or Class for the
payment of any claim thereunder or for the
performance thereof; but the omission of such
provisions from any such instrument shall not
render any Shareholder, Trustee, officer, employee
or agent liable, nor shall the Trustee, or any
officer, agent or employee of the Trust or any
Series or Class be liable to anyone for such
omission. If, notwithstanding this provision, any
Shareholder, Trustee, officer, employee or agent
shall be held liable to any other person by reason
of the omission of such provision from any such
agreement, undertaking or obligation, the
Shareholder, Trustee, officer, employee or agent
shall be indemnified and reimbursed by the Trust.

ARTICLE XII
MISCELLANEOUS

Section 1. Trust is not a Partnership. It is hereby
expressly declared that a trust and not a partnership is
created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone
interested. Subject to the provisions of Article XI, the
Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and
operation of this Declaration of Trust, and subject to the
provisions of Article XI, shall be under no liability for any
act or omission in accordance with such advice or for failing
to follow such advice. The Trustees shall not be required to
give any bond as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates. The Trustees may
close the Share transfer books of the Trust maintained with
respect to any Series or Class for a period not exceeding
ninety (90) days preceding the date of any meeting of
Shareholders of the Trust or any Series or Class, or the date
for the payment of any dividend or the making of any
distribution to Shareholders, or the date for the allotment of
rights, or the date when any change or conversion or exchange
of Shares of any Series or Class shall go into effect or the
last day on which the consent or dissent of Shareholders of
any Series or Class may be effectively expressed for any
purpose; or in lieu of closing the Share transfer books as
aforesaid, the Trustees may fix in advance a date, not
exceeding ninety (90) days preceding the date of any meeting
of Shareholders of the Trust or any Series or Class, or the
date for the payment of any dividend or the making of any
distribution to Shareholders of any Series or Class, or the
date for the allotment of rights, or the date when any change
or conversion or exchange of Shares of any Series or Class
shall go into effect, or the last day on which the consent or
dissent of Shareholders of any Series or Class may be
effectively expressed for any purpose, as a record date for
the determination of the Shareholders entitled to notice of,
and, to vote at, any such meeting and any adjournment thereof,
or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion
or exchange of shares, or to exercise the right to give such
consent or dissent, and in such case such Shareholders and
only such Shareholders as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting, or to receive payment of such dividend
or distribution, or to receive such allotment or rights, or to
change, convert or exchange Shares of any Series or Class, or
to exercise such rights, as the case may be, notwithstanding,
after such date fixed aforesaid, any transfer of any Shares on
the books of the Trust maintained with respect to any Series
or Class. Nothing in the foregoing sentence shall be
construed as precluding the Trustees from setting different
record dates for different Series or Classes.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of
time but subject to the provisions of paragraphs
(b), (c) and (d) of this Section 4.
(b) The Trustees may, by majority action, with the
approval of a Majority Shareholder Vote of each
Series or Class entitled to vote as determined by
the Trustees under Section 5(d) of Article III,
sell and convey the assets of the Trust or any
Series or Class to another trust or corporation.
Upon making provision for the payment of all
outstanding obligations, taxes and other
liabilities, accrued or contingent, belonging to
each Series or Class, the Trustees shall
distribute the remaining assets belonging to each
Series or Class ratably among the holders of the
outstanding Shares of that Series or Class. The
Trustees shall make a good faith determination
that a conveyance of a part of the assets of a
Series or Class is in the best interest of
Shareholders of the relevant Series or Class.
(c) The Trustees may at any time sell and convert into
money all the assets of the Trust or any Series or
Class without Shareholder approval, unless
otherwise required by applicable law. Upon making
provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued
or contingent, belonging to each Series or Class,
the Trustees shall distribute the remaining assets
belonging to each Series or Class ratably among
the holders of the outstanding Shares of that
Series or Class.
(d) Upon completion of the distribution of the
remaining proceeds of the remaining assets as
provided in paragraphs (b) and (c), the Trust or
the applicable Series or Class shall terminate and
the Trustees shall be discharged of any and all
further liabilities and duties hereunder or with
respect thereto and the right, title and interest
of all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts. The Trust shall maintain a usual
place of business in Massachusetts, which, initially, shall be
c/o Donnelly, Conroy & Gelhaar, One Post Office Square,
Boston, Massachusetts 02109-2105, and shall continue to
maintain an office at such address unless changed by the
Trustees to another location in Massachusetts. The Trust may
maintain other offices as the Trustees may from time to time
determine. The original or a copy of this instrument and of
each declaration of trust supplemental hereto shall be kept at
the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each
supplemental declaration of trust shall be filed by the
Trustees with the Massachusetts Secretary of State and the
Boston City Clerk, as well as any other governmental office
where such filing may from time to time be required. Headings
are placed herein for convenience of reference only and in
case of any conflict, the text of this instrument, rather than
the headings shall control. This instrument may be executed
in any number of counterparts each of which shall be deemed an
original.
Section 6. Applicable Law. The Trust set forth in this
instrument is created under and is to be governed by and
construed and administered according to the laws of The
Commonwealth of Massachusetts. The Trust shall be of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust.
Section 7. Amendments -- General. All rights granted to the
Shareholders under this Declaration of Trust are granted
subject to the reservation of the right to amend this
Declaration of Trust as herein provided, except that no
amendment shall repeal the limitations on personal liability
of any Shareholder or Trustee or repeal the prohibition of
assessment upon the Shareholders without the express consent
of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust
(whether or not related to the rights of Shareholders) may be
amended at any time, so long as such amendment does not
adversely affect the rights of any Shareholder with respect to
which such amendment is or purports to be applicable and so
long as such amendment is not in contravention of applicable
law, including the 1940 Act, by an instrument in writing
signed by a majority of the then Trustees (or by an officer of
the Trust pursuant to the vote of a majority of such
Trustees). Any amendment to this Declaration of Trust that
adversely affects the rights of Shareholders may be adopted at
any time by an instrument signed in writing by a majority of
the then Trustees (or by any officer of the Trust pursuant to
the vote of a majority of such Trustees) when authorized to do
so by the vote of the Shareholders holding a majority of the
Shares entitled to vote. Subject to the foregoing, any such
amendment shall be effective as provided in the instrument
containing the terms of such amendment or, if there is no
provision therein with respect to effectiveness, upon the
execution of such instrument and of a certificate (which may
be a part of such instrument) executed by a Trustee or officer
to the effect that such amendment has been duly adopted.
Copies of the amendment to this Declaration of Trust shall be
filed as specified in Section 5 of this Article XII. A
restated Declaration of Trust, integrating into a single
instrument all of the provisions of the Declaration of Trust
which are then in effect and operative, may be executed from
time to time by a majority of the Trustees and shall be
effective upon filing as specified in Section 5.
Section 8. Amendments -- Series and Classes. The
establishment and designation of any Series or Class of Shares
in addition to those established and designated in Section 5
of Article III hereof shall be effective upon the execution by
a majority of the then Trustees, without the need for
Shareholder approval, of an amendment to this Declaration of
Trust, taking the form of a complete restatement or otherwise,
setting forth such establishment and designation and the
relative rights and preferences of any such Series or Class,
or as otherwise provided in such instrument.
Without limiting the generality of the foregoing, the
Declaration of the Trust may be amended without the need for
Shareholder approval to:
(a) create one or more Series or Classes of Shares (in
addition to any Series or Classes already existing
or otherwise) with such rights and preferences and
such eligibility requirements for investment
therein as the Trustees shall determine and
reclassify any or all outstanding Shares as Shares
of particular Series or Classes in accordance with
such eligibility requirements;
(b) combine two or more Series or Classes of Shares
into a single Series or Class on such terms and
conditions as the Trustees shall determine;
(c) change or eliminate any eligibility requirements
for investment in Shares of any Series or Class,
including without limitation the power to provide
for the issue of Shares of any Series or Class in
connection with any merger or consolidation of the
Trust with another trust or company or any
acquisition by the Trust of part or all of the
assets of another trust or company;
(d) change the designation of any Series or Class of
Shares;
(e) change the method of allocating dividends among
the various Series and Classes of Shares;
(f) allocate any specific assets or liabilities of the
Trust or any specific items of income or expense
of the Trust to one or more Series and Classes of
Shares; and
(g) specifically allocate assets to any or all Series
or Classes of Shares or create one or more
additional Series or Classes of Shares which are
preferred over all other Series or Classes of
Shares in respect of assets specifically allocated
thereto or any dividends paid by the Trust with
respect to any net income, however determined,
earned from the investment and reinvestment of any
assets so allocated or otherwise and provide for
any special voting or other rights with respect to
such Series or Classes.
Section 9. Use of Name. The Trust acknowledges that
Federated Investors has reserved the right to grant the non-
exclusive use of the name "Federated U.S. Government
Securities Fund: 5-10 Years" or any derivative thereof to any
other investment company, investment company portfolio,
investment adviser, distributor, or other business enterprise,
and to withdraw from the Trust or one or more Series or
Classes any right to the use of the name "Federated U.S.
Government Securities Fund: 5-10 Years".

IN WITNESS WHEREOF, the undersigned have executed this
instrument as of the day and year first above written.

/s/ J. Christopher Donahue /s/ Byron F.
Bowman
J. Christopher Donahue Byron F.
Bowman

/s/ Frank E. Polefrone
Frank E. Polefrone

COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )

I hereby certify that on June 14th, 1995, before me, the
subscriber, a Notary Public of the Commonwealth of
Pennsylvania, in for the County of Allegheny, personally
appeared J. Christopher Donahue, Byron F. Bowman, and Frank E.
Polefrone who acknowledged the foregoing Declaration of Trust
to be their act.

Witness my hand and notarial seal the day and year above
written.

/s/ Marie M. Hamm______
Notary Public

Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
Member, Pennsylvania Association of Notaries

1
EXHIBIT 2 ON FORM N-1A
EXHIBIT 3(B) UNDER ITEM 602/REG.S-K

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS
BY-LAWS

TABLE OF CONTENTS
Page
ARTICLE I: OFFICERS AND THEIR ELECTION 1
Section 1 Officers 1
Section 2 Election of Officers 1
Section 3 Resignations and Removals and Vacancies 1

ARTICLE II: POWERS AND DUTIES OF TRUSTEES AND OFFICERS 1
Section 1 Trustees 1
Section 2 Chairman of the Trustees ("Chairman") 1
Section 3 President 2
Section 4 Vice President 2
Section 5 Secretary . 2
Section 6 Treasurer 2
Section 7 Assistant Vice President 3
Section 8 Assistant Secretaries and Assistant
Treasurers 3
Section 9 Salaries 3

ARTICLE III: POWERS AND DUTIES OF THE EXECUTIVE AND OTHER
COMMITTEES 3
Section 1 Executive and Other Committees 3
Section 2 Vacancies in Executive Committee 3
Section 3 Executive Committee to Report to Trustees 3
Section 4 Procedure of Executive Committee 3
Section 5 Powers of Executive Committee 3
Section 6 Compensation 4
Section 7 Action by Unanimous Consent of the Board of
Trustees, Executive
Committee or Other Committee 4

ARTICLE IV: SHAREHOLDERS' MEETINGS 4
Section 1 Special Meetings 4
Section 2 Notices 4
Section 3 Place of Meeting 4
Section 4 Action by Consent 4
Section 5 Proxies 5

Page
ARTICLE V: TRUSTEES' MEETINGS 5
Section 1 Number and Qualifications of Trustees 5
Section 2 Special Meetings 5
Section 3 Regular Meetings 5
Section 4 Quorum and Vote 5
Section 5 Notices 5
Section 6 Place of Meeting 6
Section 7 Teleconference Meetings; Action by Consent 6
Section 8 Special Action 6
Section 9 Compensation of Trustees 6

ARTICLE VI: SHARES 6
Section 1 Certificates 6
Section 2 Transfer of Shares 7
Section 3 Equitable Interest Not Recognized 7
Section 4 Lost, Destroyed or Mutilated Certificates 7
Section 5 Transfer Agent and Registrar: Regulations 7

ARTICLE VII: INSPECTION OF BOOKS 7

ARTICLE VIII: AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC 7
Section 1 Agreements, Etc 7
Section 2 Checks, Drafts, Etc 8
Section 3 Endorsements, Assignments and Transfer of
Securities 8
Section 4 Evidence of Authority 8

ARTICLE IX: INDEMNIFICATION OF TRUSTEES AND OFFICERS 8
Section 1 General 8
Section 2 Compromise Payment 9
Section 3 Indemnification Not Exclusive; Definitions 9

ARTICLE X: SEAL 10

ARTICLE XI: FISCAL YEAR 10

ARTICLE XII: AMENDMENTS 10

Page
ARTICLE XIII: WAIVERS OF NOTICE 10

ARTICLE XIV: REPORT TO SHAREHOLDERS 11

ARTICLE XV: BOOKS AND RECORDS 11

ARTICLE XVI: TERMS 11

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 5-10 YEARS

BY-LAWS

ARTICLE I
OFFICERS AND THEIR ELECTION

Section 1. Officers. The officers of the Trust shall be
elected by the Board of Trustees, and shall be a President,
one or more Vice Presidents, a Treasurer, a Secretary and such
other officers as the Trustees may from time to time elect.
The Board of Trustees, in its discretion, may also elect a
Chairman of the Board of Trustees (who must be a Trustee). It
shall not be necessary for any Trustee or other officer to be
a holder of shares in any Series or Class of the Trust.
Section 2. Election of Officers. The President, Vice
President(s), Treasurer and Secretary shall be elected
annually by the Trustees, and serve until a successor is so
elected and qualified, or until earlier resignation or
removal. The Chairman of the Trustees,if there is one, shall
be elected annually by and from the Trustees, and serve until
a successor is so elected and qualified, or until earlier
resignation or removal.
Two or more offices may be held by a single person except the
offices of President and Secretary. The officers shall hold
office until their successors are elected and qualified.
Section 3. Resignations and Removals and Vacancies. Any
officer of the Trust may resign by filing a written
resignation with the President (or Chairman, if there is one)
of the Trustees or with the Trustees or with the Secretary,
which shall take effect on being so filed or at such time as
may be therein specified. The Trustees may remove any
officer, with or without cause, by a majority vote of all of
the Trustees. The Trustees may fill any vacancy created in
any office whether by resignation, removal or otherwise,
subject to the limitations of the Investment Company Act of
1940.

ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS

Section 1. Trustees. The business and affairs of the Trust
shall be managed by the Trustees, and they shall have all
powers necessary and desirable to carry out that
responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The
Chairman, if there be a Chairman, shall preside at the
meetings of Shareholders and of the Board of Trustees. He
shall have general supervision over the business of the Trust
and policies of the Trust. He shall employ and define the
duties of all employees of the Trust, shall have power to
discharge any such employees, shall exercise general
supervision over the affairs of the Trust and shall perform
such other duties as may be assigned to him from time to time
by the Trustees. The Chairman shall appoint a Trustee or
officer to preside at such meetings in his absence.
Section 3. President. The President shall be the chief
executive officer of the Trust. The President, in the absence
of the Chairman, or if there is no Chairman, shall perform
all duties and may exercise any of the powers of the Chairman
subject to the control of the Trustees. He shall counsel and
advise the Chairman and shall perform such other duties as may
be assigned to him from time to time by the Trustees, the
Chairman or the Executive Committee. The President shall have
the power to appoint one or more Assistant Secretaries or
other junior officers, subject to ratification of such
appointments by the Board. The President shall have the power
to sign, in the name of and on behalf of the Trust, powers of
attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities or other property
owned by the Trust, and may, in the name of and on behalf of
the Trust, take all such action as the President may deem
advisable in entering into agreements to purchase securities
or other property in the ordinary course of business, and to
sign representation letters in the course of buying securities
or other property.
Section 4. Vice President. The Vice President (or if more
than one, the senior Vice President) in the absence of the
President shall perform all duties and may exercise any of the
powers of the President subject to the control of the
Trustees. Each Vice President shall perform such other duties
as may be assigned to him from time to time by the Trustees,
the Chairman, the President, or the Executive Committee. Each
Vice President shall be authorized to sign documents on behalf
of the Trust. The Vice President shall have the power to
sign, in the name of and on behalf of the Trust and subject to
Article VIII, Section 1, powers of attorney, proxies, waivers
of notice of meeting, consents and other instruments relating
to securities or other property owned by the Trust, and may,
in the name of and on behalf of the Trust, take all such
action as the Vice President may deem advisable in entering
into agreements to purchase securities or other property in
the ordinary course of business, and to sign representation
letters in the course of buying securities or other property.
Section 5. Secretary. The Secretary shall keep or cause to
be kept in books provided for that purpose the Minutes of the
Meetings of Shareholders and of the Trustees; shall see that
all Notices are duly given in accordance with the provisions
of these By-Laws and as required by law; shall be custodian of
the records and of the Seal of the Trust (if there be a Seal)
and see that the Seal is affixed to all documents, the
execution of which on behalf of the Trust under its Seal is
duly authorized; shall keep directly or through a transfer
agent a register of the post office address of each
shareholder of each Series or Class of the Trust, and make all
proper changes in such register, retaining and filing his
authority for such entries; shall see that the books, reports,
statements, certificates and all other documents and records
required by law are properly kept and filed; and in general
shall perform all duties incident to the Office of Secretary
and such other duties as may from time to time be assigned to
him by the Trustees, Chairman, the President, or the Executive
Committee.
Section 6. Treasurer. The Treasurer shall be the principal
financial and accounting officer of the Trust responsible for
the preparation and maintenance of the financial books and
records of the Trust. He shall deliver all funds and
securities belonging to any Series or Class to such custodian
or sub-custodian as may be employed by the Trust for any
Series or Class. The Treasurer shall perform such duties
additional to the foregoing as the Trustees, Chairman, the
President or the Executive Committee may from time to time
designate.
Section 7. Assistant Vice President. The Assistant Vice
President or Vice Presidents of the Trust shall have such
authority and perform such duties as may be assigned to them
by the Trustees, the Executive Committee, the President, or
the Chairman.
Section 8. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretary or Secretaries and the Assistant
Treasurer or Treasurers shall perform the duties of the
Secretary and of the Treasurer, respectively, in the absence
of those Officers and shall have such further powers and
perform such other duties as may be assigned to them
respectively by the Trustees or the Executive Committee, the
President, or the Chairman.
Section 9. Salaries. The salaries of the Officers shall be
fixed from time to time by the Trustees. No officer shall be
prevented from receiving such salary by reason of the fact
that he is also a Trustee.

ARTICLE III
POWERS AND DUTIES OF THE EXECUTIVE AND OTHER COMMITTEES

Section 1. Executive and Other Committees. The Trustees may
elect from their own number an Executive Committee to consist
of not less than two members. The Executive Committee shall
be elected by a resolution passed by a vote of at least a
majority of the Trustees then in office. The Trustees may
also elect from their own number other committees from time to
time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the
Trustees. Any committee may make rules for the conduct of its
business.
Section 2. Vacancies in Executive Committee. Vacancies
occurring in the Executive Committee from any cause shall be
filled by the Trustees by a resolution passed by the vote of
at least a majority of the Trustees then in office.
Section 3. Executive Committee to Report to Trustees. All
action by the Executive Committee shall be reported to the
Trustees at their meeting next succeeding such action.
Section 4. Procedure of Executive Committee. The Executive
Committee shall fix its own rules of procedure not
inconsistent with these By-Laws or with any directions of the
Trustees. It shall meet at such times and places and upon
such notice as shall be provided by such rules or by
resolution of the Trustees. The presence of a majority shall
constitute a quorum for the transaction of business, and in
every case an affirmative vote of a majority of all the
members of the Committee present shall be necessary for the
taking of any action.
Section 5. Powers of Executive Committee. During the
intervals between the Meetings of the Trustees, the Executive
Committee, except as limited by the By-Laws of the Trust or by
specific directions of the Trustees, shall possess and may
exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the
Trust in such manner as the Executive Committee shall deem to
be in the best interests of the Trust, and shall have power to
authorize the Seal of the Trust (if there is one) to be
affixed to all instruments and documents requiring same.
Notwithstanding the foregoing, the Executive Committee shall
not have the power to elect or remove Trustees, increase or
decrease the number of Trustees, elect or remove any Officer,
declare dividends, issue shares or recommend to shareholders
any action requiring shareholder approval.
Section 6. Compensation. The members of any duly appointed
committee shall receive such compensation and/or fees as from
time to time may be fixed by the Trustees.
Section 7. Action by Consent of the Board of Trustees,
Executive Committee or Other Committee. Subject to Article
V, Section 2 of these By-Laws, any action required or
permitted to be taken at any meeting of the Trustees,
Executive Committee or any other duly appointed Committee may
be taken without a meeting if consents in writing setting
forth such action are signed by all members of the Board or
such committee and such consents are filed with the records of
the Trust. In the event of the death, removal, resignation or
incapacity of any Board or committee member prior to that
Trustee signing such consent, the remaining Board or committee
members may re-constitute themselves as the entire Board or
committee until such time as the vacancy is filled in order to
fulfill the requirement that such consents be signed by all
members of the Board or committee.

ARTICLE IV
SHAREHOLDERS' MEETINGS

Section 1. Special Meetings. A special meeting of the
shareholders of the Trust or of a particular Series or Class
shall be called by the Secretary whenever ordered by the
Trustees, the Chairman or requested in writing by the holder
or holders of at least one-tenth of the outstanding shares of
the Trust or of the relevant Series or Class, entitled to
vote. If the Secretary, when so ordered or requested, refuses
or neglects for more than two days to call such special
meeting, the Trustees, Chairman or the shareholders so
requesting may, in the name of the Secretary, call the meeting
by giving notice thereof in the manner required when notice is
given by the Secretary.
Section 2. Notices. Except as above provided, notices of any
special meeting of the shareholders of the Trust or a
particular Series or Class, shall be given by the Secretary by
delivering or mailing, postage prepaid, to each shareholder
entitled to vote at said meeting, a written or printed
notification of such meeting, at least seven business days
before the meeting, to such address as may be registered with
the Trust by the shareholder. No notice of any meeting to
shareholders need be given to a shareholder if a written
waiver of notice, executed before or after the meeting by such
shareholder or his or her attorney that is duly authorized, is
filed with the records of the meeting. Notice may be waived
as provided in Article XIII of these By-Laws.
Section 3. Place of Meeting. Meetings of the shareholders of
the Trust or a particular Series or Class, shall be held at
the principal place of business of the Trust in Pittsburgh,
Pennsylvania, or at such place within or without The
Commonwealth of Massachusetts as fixed from time to time by
resolution of the Trustees.
Section 4. Action by Consent. Any action required or
permitted to be taken at any meeting of shareholders may be
taken without a meeting, if a consent in writing, setting
forth such action, is signed by a majority of the
shareholders entitled to vote on the subject matter thereof,
and such consent is filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any
meeting of shareholders may vote either in person, by
telephone, by electronic means including facsimile, or by
proxy. Every written proxy shall be subscribed by the
shareholder or his duly authorized attorney and dated, but
need not be sealed, witnessed or acknowledged. All proxies
shall be filed with and verified by the Secretary or an
Assistant Secretary of the Trust or, the person acting as
Secretary of the Meeting.

ARTICLE V
TRUSTEES' MEETINGS

Section 1. Number and Qualifications of Trustees. The number
of Trustees can be changed from time to time by a majority of
the Trustees to not less than three nor more than twenty. The
term of office of a Trustee shall not be affected by any
decrease in the number of Trustees made by the Trustees
pursuant to the foregoing authorization. Each Trustee shall
hold office for the life of the Trust, or as otherwise
provided in the Declaration of Trust.
Section 2. Special Meetings. Special meetings of the
Trustees shall be called by the Secretary at the written
request of the Chairman, the President, or any Trustee, and if
the Secretary when so requested refuses or fails for more than
twenty-four hours to call such meeting, the Chairman, the
President, or such Trustee may in the name of the Secretary
call such meeting by giving due notice in the manner required
when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the
Trustees may be held without call or notice at such places and
at such times as the Trustees may from time to time determine,
provided that any Trustee who is absent when such
determination is made shall be given notice of the
determination.
Section 4. Quorum and Vote. A majority of the Trustees shall
constitute a quorum for the transaction of business. The act
of a majority of the Trustees present at any meeting at which
a quorum is present shall be the act of the Trustees unless a
greater proportion is required by the Declaration of Trust or
these By-Laws or applicable law. In the absence of a quorum,
a majority of the Trustees present may adjourn the meeting
from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given.
Section 5. Notices. The Secretary or any Assistant Secretary
shall give, at least two days before the meeting, notice of
each meeting of the Board of Trustees, whether Annual, Regular
or Special, to each member of the Board by mail, telegram,
telephone or electronic facsimile to his last known address.
It shall not be necessary to state the purpose or business to
be transacted in the notice of any meeting unless otherwise
required by law. Personal attendance at any meeting by a
Trustee other than to protest the validity of said meeting
shall constitute a waiver of the foregoing requirement of
notice. In addition, notice of a meeting need not be given if
a written waiver of notice executed by such Trustee before or
after the meeting is filed with the records of the meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall
be held at the principal place of business of the Trust in
Pittsburgh, Pennsylvania, or at such place within or without
The Commonwealth of Massachusetts as fixed from time to time
by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any
meeting may adjourn to any other place.
Section 7. Teleconference Meetings; Action by Consent.
Except as otherwise provided herein or from time to time in
the 1940 Act or in the Declaration of Trust, any action to be
taken by the Trustees may be taken by a majority of the
Trustees within or without Massachusetts, including any
meeting held by means of a conference telephone or other
communications equipment by means of which all persons
participating in the meeting can communicate with each other
simultaneously, and participation by such means shall
constitute presence in person at a meeting. Any action by the
Trustees may be taken without a meeting if a written consent
thereto is signed by all the Trustees and filed with the
records of the Trustees' meetings. Such consent shall be
treated as a vote of the Trustees for all purposes.Written
consents may be executed in counterparts, which when taken
together, constitute a validly executed consent of the
Trustees.
Section 8. Special Action. When all the Trustees shall be
present at any meeting, however called, or whenever held, or
shall assent to the holding of the meeting without notice, or
after the meeting shall sign a written assent thereto on the
record of such meeting, the acts of such meeting shall be
valid as if such meeting had been regularly held.
Section 9. Compensation of Trustees. The Trustees may
receive a stated salary for their services as Trustees, and by
resolution of Trustees a fixed fee and expenses of attendance
may be allowed for attendance at each Meeting. Nothing herein
contained shall be construed to preclude any Trustee from
serving the Trust in any other capacity, as an officer, agent
or otherwise, and receiving compensation therefor.

ARTICLE VI
SHARES

Section 1. Certificates. If certificates for shares are
issued, all certificates for shares shall be signed by the
Chairman, President or any Vice President and by the Treasurer
or Secretary or any Assistant Treasurer or Assistant Secretary
and sealed with the seal of the Trust, if the Trust has a
seal. The signatures may be either manual or facsimile
signatures and the seal, if there is one, may be either
facsimile or any other form of seal. Certificates for shares
for which the Trust has appointed an independent Transfer
Agent and Registrar shall not be valid unless countersigned by
such Transfer Agent and registered by such Registrar. In case
any officer who has signed any certificate ceases to be an
officer of the Trust before the certificate is issued, the
certificate may nevertheless be issued by the Trust with the
same effect as if the officer had not ceased to be such
officer as of the date of its issuance. Share certificates of
each Series or Class shall be in such form not inconsistent
with law or the Declaration of Trust or these By-Laws as may
be determined by the Trustees.
Section 2. Transfer of Shares. The shares of each Series and
Class of the Trust shall be transferable, so as to affect the
rights of the Trust or any Series or Class, only by transfer
recorded on the books of the Trust or its transfer agent, in
person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust
shall be entitled to treat the holder of record of any share
or shares of a Series or Class as the absolute owner thereof
and shall not be bound to recognize any equitable or other
claim or interest in such share or shares of a Series or Class
on the part of any other person except as may be otherwise
expressly provided by law.
Section 4. Lost, Destroyed or Mutilated Certificates. In
case any certificate for shares is lost, mutilated or
destroyed, the Trustees may issue a new certificate in place
thereof upon indemnity to the relevant Series or Class against
loss and upon such other terms and conditions as the Trustees
may deem advisable.
Section 5. Transfer Agent and Registrar: Regulations. The
Trustees shall have power and authority to make all such rules
and regulations as they may deem expedient concerning the
issuance, transfer and registration of certificates for shares
and may appoint a Transfer Agent and/or Registrar of
certificates for shares of each Series or Class, and may
require all such share certificates to bear the signature of
such Transfer Agent and/or of such Registrar.

ARTICLE VII
INSPECTION OF BOOKS

The Trustees shall from time to time determine whether and to
what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Trust
maintained on behalf of each Series and Class or any of them
shall be open to the inspection of the shareholders of any
Series or Class; and no shareholder shall have any right of
inspecting any account or book or document of the Trust except
that, to the extent such account or book or document relates
to the Series or Class in which he is a Shareholder or the
Trust generally, such Shareholder shall have such right of
inspection as conferred by laws or authorized by the Trustees
or by resolution of the Shareholders of the relevant Series or
Class.

ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.

Section 1. Agreements, Etc. The Trustees or the Executive
Committee may authorize any Officer or Agent of the Trust to
enter into any Agreement or execute and deliver any instrument
in the name of the Trust on behalf of any Series or Class, and
such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the
Executive Committee or by the Declaration of Trust or these By-
Laws, no Officer, Agent or Employee shall have any power or
authority to bind the Trust by any Agreement or engagement or
to pledge its credit or to render it liable pecuniarily for
any purpose or for any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts, or
orders for the payment of money, notes and other evidences of
indebtedness shall be signed by such Officers, Employees, or
Agents, as shall from time to time be designated by the
Trustees or the Executive Committee, or as may be specified in
or pursuant to the agreement between the Trust on behalf of
any Series or Class and the custodian appointed, pursuant to
the provisions of the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of
Securities. All endorsements, assignments, stock powers,
other instruments of transfer or directions for the transfer
of portfolio securities or other property, whether or not
registered in nominee form, shall be made by such Officers,
Employees, or Agents as may be authorized by the Trustees or
the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the
Trust shall be fully justified in relying on a copy of a
resolution of the Trustees or of any committee thereof
empowered to act in the premises which is certified as true by
the Secretary or an Assistant Secretary under the seal of the
Trust.

ARTICLE IX
INDEMNIFICATION OF TRUSTEES AND OFFICERS

Section 1. General. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the
Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and
counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit
or other proceeding, whether civil, criminal, administrative,
or investigative, and any appeal therefrom, before any court
or administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or
otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being
or having been such a Covered Person, except that no Covered
Person shall be indemnified against any liability to the Trust
or its Shareholders to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
Expenses, including counsel fees so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalities), may be
paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is
ultimately determined that indemnification of such expenses is
not authorized under this Article, provided that (a) such
Covered Person shall provide security for his undertaking, (b)
the Trust shall be insured against losses arising by reason of
such Covered Person's failure to fulfill his undertaking or
(c) a majority of the non-party Trustees who are not
interested persons of the Trust (provided that a majority of
such Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (but
not a full trial-type inquiry), that there is reason to
believe such Covered Person ultimately will be entitled to
indemnification.
Section 2. Compromise Payment. As to any matter disposed of
(whether by a compromise payment, pursuant to a consent decree
or otherwise) without an adjudication in a decision on the
merits by a court, or by any other body before which the
proceeding was brought, that such Covered Person is liable to
the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disreagrd
of the duties involved in the conduct of such Covered Person's
office, indemnification shall be provided if (a) approved as
in the best interest of the Trust, after notice that it
involves such indemnification, by at least a majority of non-
party Trustees who are not interested persons of the Trust
(provided that a majority of such Trustees then in office act
on the matter), upon a determination, based upon a review of
readily available facts (but not a full trial-type inquiry)
that such Covered Person is not liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved
in the conduct of such Covered Person's office, or (b) there
has been obtained an opinion in writing of independent legal
counsel, based upon a review of readily available facts (but
not a full trial-type inquiry) to the effect that such
indemnification would not protect such Covered Person against
any liability to the Trust to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Any approval pursuant to this Section shall not prevent the
recovery from any Covered Person of any amount paid to such
Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction to have been
liabile to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved inthe conduct of such Covered Person's
office.
Section 3. Indemnification Not Exclusive; Definitions. The
right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article IX,
the term "Covered Person" shall include such person's heirs,
executors and administrators. For purposes of this Article IX,
the term "non-party Trustee" is a Trustee against whom none of
the actions, suits or other proceedings in question or another
action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in
this Article IX shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase
and maintain liability insurance on behalf of such persons.

ARTICLE X
SEAL

The seal of the Trust, if there is one, shall consist either
of a flat-faced die with the word "Massachusetts", together
with the name of the Trust and the year of its organization
cut or engraved thereon, or any other indication that the
Trust has a seal that has been approved by the Trustees, but,
unless otherwise required by the Trustees, the seal shall not
be necessary to be placed on, and its absence shall not impair
the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.

ARTICLE XI
FISCAL YEAR

The fiscal year of the Trust and each Series or Class shall be
as designated from time to time by the Trustees.

ARTICLE XII
AMENDMENTS

These By-Laws may be amended by a majority vote of all of the
Trustees.

ARTICLE XIII
WAIVERS OF NOTICE

Whenever any notice whatever is required to be given under the
provisions of any statute of The Commonwealth of
Massachusetts, or under the provisons of the Declaration of
Trust or these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before
or after the time stated therein, or presence at a meeting to
which such person was entitled notice of, shall be deemed
equivalent thereto. A notice shall be deemed to have been
given if telegraphed, cabled, or sent by wireless when it has
been delivered to a representative of any telegraph, cable or
wireless company with instructions that it be telegraphed,
cabled, or sent by wireless. Any notice shall be deemed to be
given if mailed at the time when the same shall be deposited
in the mail.

ARTICLE XIV
REPORT TO SHAREHOLDERS

The Trustees, so long as required by applicable law, shall at
least semi-annually submit to the shareholders of each Series
or Class a written financial report of the transactions of
that Series or Class including financial statements which
shall at least annually be certified by independent public
accountants.

ARTICLE XV
BOOKS AND RECORDS

The books and records of the Trust and any Series or Class,
including the stock ledger or ledgers, may be kept in or
outside the Commonwealth of Massachusetts at such office or
agency of the Trust as may from time to time be determined by
the Secretary of the Trust, as set forth in Article II,
Section 5 of these By-Laws.

ARTICLE XVI
TERMS

Terms defined in the Declaration of Trust and not otherwise
defined herein are used herein with the meanings set forth or
referred to in the Declaration of Trust.

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

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of FEDERATED U.S.
GOVERNMENT SECURITIES
FUND: 5-10 YEARS and the Assistant 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/ Byron F. Bowman______ Trustee June 16, 1995
Byron F. Bowman

/s/ Frank Polefrone________ Trustee June 16, 1995
Frank Polefrone

/s/ J. Christopher Donahue__ Principal Executive June 16, 1995
J. Christopher Donahue Officer, Principal
Accounting and
Financial Officer,
and Trustee

Sworn to and subscribed before me this 16 day of June, 1995.

/s/ Marie M. Hamm______
Notary Public

Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Sept. 16, 1996
Member, Pennsylvania Association of Notaries