N-CSR 1 form.htm Federated U.S. Government Secuerities Fund: 2-5 Years - N-CSR



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM N-CSR
   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES




                                    811-3387

                      (Investment Company Act File Number)


              Federated U.S. Government Securities Fund: 2-5 Years
        _______________________________________________________________

               (Exact Name of Registrant as Specified in Charter)



                           Federated Investors Funds
                              5800 Corporate Drive
                      Pittsburgh, Pennsylvania 15237-7000
                    (Address of Principal Executive Offices)


                                 (412) 288-1900
                        (Registrant's Telephone Number)


                           John W. McGonigle, Esquire
                           Federated Investors Tower
                              1001 Liberty Avenue
                      Pittsburgh, Pennsylvania 15222-3779
                    (Name and Address of Agent for Service)
               (Notices should be sent to the Agent for Service)






                       Date of Fiscal Year End:  1/31/07


              Date of Reporting Period:  Fiscal year ended 1/31/07







ITEM 1.     REPORTS TO STOCKHOLDERS

Federated
World-Class Investment Manager

Federated U.S. Government Securities Fund: 2-5 Years



ANNUAL SHAREHOLDER REPORT

January 31, 2007

Institutional Shares
Institutional Service Shares
Class K Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLES
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND FUND OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights - Institutional Shares

(For a Share Outstanding Throughout Each Period)

Year Ended January 31
   
2007

   
2006

   
2005

   
2004

   
2003

Net Asset Value, Beginning of Period
$10.94 $11.26 $11.54 $11.61 $11.10
Income From Investment Operations:
Net investment income
0.47 0.42 0.41 0.40 0.49
Net realized and unrealized gain (loss) on investments

(0.12
)

(0.32
)

(0.29
)

(0.07
)

0.51

   TOTAL FROM INVESTMENT OPERATIONS

0.35


0.10


0.12


0.33


1.00

Less Distributions:
Distributions from net investment income

(0.47
)

(0.42
)

(0.40
)

(0.40
)

(0.49
)
Net Asset Value, End of Period

$10.82


$10.94


$11.26


$11.54


$11.61

Total Return 1

3.28
%

0.95
%

1.10
%

2.88
%

9.19
%
Ratios to Average Net Assets:















Net expenses

0.58
%

0.58
%

0.59
%

0.57
%

0.57
%
Net investment income

4.35
%

3.82
%

3.55
%

3.44
%

4.29
%
Expense waiver/reimbursement 2

0.08
%

0.13
%

0.25
%

0.24
%

0.25
%
Supplemental Data:















Net assets, end of period (000 omitted)

$530,530


$653,836


$733,782


$798,927


$784,439

Portfolio turnover

128
%

113
%

66
%

52
%

31
%

1 Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

2 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights - Institutional Service Shares

(For a Share Outstanding Throughout Each Period)

Year Ended January 31
   
2007

   
2006

   
2005

   
2004

   
2003

Net Asset Value, Beginning of Period
$10.94 $11.26 $11.54 $11.61 $11.10
Income From Investment Operations:
Net investment income
0.45 0.40 0.38 0.37 0.46
Net realized and unrealized gain (loss) on investments

(0.12
)

(0.32
)

(0.28
)

(0.07
)

0.51

   TOTAL FROM INVESTMENT OPERATIONS

0.33


0.08


0.10


0.30


0.97

Less Distributions:
Distributions from net investment income

(0.45
)

(0.40
)

(0.38
)

(0.37
)

(0.46
)
Net Asset Value, End of Period

$10.82


$10.94


$11.26


$11.54


$11.61

Total Return 1

3.05
% 2

0.73
% 2

0.84
%

2.63
%

8.92
%
Ratios to Average Net Assets:















Net expenses

0.81
%

0.79
%

0.84
%

0.81
%

0.81
%
Net investment income

4.12
%

3.62
%

3.29
%

3.21
%

4.02
%
Expense waiver/reimbursement 3

0.26
%

0.27
%

0.25
%

0.25
%

0.26
%
Supplemental Data:















Net assets, end of period (000 omitted)

$81,887


$87,797


$101,602


$115,257


$114,335

Portfolio turnover

128
%

113
%

66
%

52
%

31
%

1 Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable.

2 During the period, the Fund was reimbursed by the shareholder services provider, which had an impact of 0.01% on the total return. (See Notes to Financial Statements, Note 5).

3 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights - Class K Shares

(For a Share Outstanding Throughout Each Period)

Year Ended January 31,
Period
Ended

   
2007

   
2006

   
2005

   
1/31/2004
1
Net Asset Value, Beginning of Period
$10.94 $11.26 $11.54 $11.61
Income From Investment Operations:
Net investment income
0.39 0.34 0.34 0.25
Net realized and unrealized loss on investments

(0.12
)

(0.31
)

(0.30
)

(0.07
)
   TOTAL FROM INVESTMENT OPERATIONS

0.27


0.03


0.04


0.18

Less Distributions:
Distributions from net investment income

(0.39
)

(0.35
)

(0.32
)

(0.25
)
Net Asset Value, End of Period

$10.82


$10.94


$11.26


$11.54

Total Return 2

2.55
%

0.23
%

0.37
%

1.60
%
Ratios to Average Net Assets:












Net expenses

1.30
%

1.29
%

1.30
%

1.30
% 3
Net investment income

3.63
%

3.15
%

2.84
%

2.79
% 3
Expense waiver/reimbursement 4

0.00
% 5

0.00
% 5

0.00
% 5

0.00
% 3,5
Supplemental Data:












Net assets, end of period (000 omitted)

$7,616


$3,332


$977


$2,270

Portfolio turnover

128
%

113
%

66
%

52
% 6

1 Reflects operations for the period from April 8, 2003 (start of performance) to January 31, 2004.

2 Based on net asset value, which does not reflect the sales charge, redemption fee, or contingent deferred sales charge, if applicable. Total returns for periods of less than one year are not annualized.

3 Computed on an annualized basis.

4 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

5 Represents less than 0.01%.

6 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended January 31, 2004.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees; and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from August 1, 2006 to January 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled "Expenses Paid During Period" to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


   
Beginning
Account Value
8/1/2006

   
Ending
Account Value
1/31/2007

   
Expenses Paid
During Period 1

Actual:






Institutional Shares

$1,000

$1,024.30

$2.96
Institutional Service Shares

$1,000

$1,023.10

$4.23
Class K Shares

$1,000

$1,020.60

$6.62
Hypothetical (assuming a 5% return before expenses):






Institutional Shares

$1,000

$1,022.28

$2.96
Institutional Service Shares

$1,000

$1,021.02

$4.23
Class K Shares

$1,000

$1,018.65

$6.61

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Institutional Shares
   
0.58%
Institutional Service Shares

0.83%
Class K Shares

1.30%

Management's Discussion of Fund Performance

MARKET OVERVIEW

The 12-month reporting period ended January 31, 2007, was a period of volatility. The 5-year Treasury note yield increased from 4.45% on January 31, 2006, to a peak of 5.23% at the end of June, before falling as low as 4.38% in December and then rising to 4.80% by January 31.

The reason for the volatility was shifting perceptions of the health of the economy and how that might impact future policy moves by the Federal Reserve Board (Fed). In the first half of 2006, Gross Domestic Product growth averaged 3.6%, powered by a strong increase in consumer spending. The core Personal Consumption Expenditures (PCE) deflator, the Fed's preferred measure of inflation, moved outside the Fed's presumed 1.0%-2.0% comfort zone, increasing from 2.0% in January to 2.4% by August. In response to stronger growth and higher inflation, the Fed pushed up the federal funds rate to 5.25%. By the third quarter, however, the dramatic slowdown in housing, rising interest rates, and the lagged impact of higher energy prices began to be felt. Economic growth slowed, the core PCE deflator cooled to 2.2%, and the Fed stopped raising interest rates. In December and January indications that housing was bottoming and a drop in energy prices reinvigorated the economy, and interest rates rose again to close the reporting period marginally higher than where they started the period.

FUND PERFORMANCE

The Federated U.S. Government Securities Fund: 2-5 Years posted the following total returns (based on net asset value) for the period January 31, 2006 to January 31, 2007: 3.28% for Institutional Shares; 3.05% for Institutional Service Shares; and 2.55% for Class K Shares. By comparison, the Merrill Lynch 3-5 Year Treasury Index 1 (Index) had a return of 3.62%. The Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the fund's performance. The fund's total returns for the most recently completed fiscal year reflected actual cash flows, transactions costs and other expenses which were not reflected in the total return of the Index.

1 The Merrill Lynch 3-5 Year Treasury Index is an unmanaged index tracking U.S. Treasury securities with maturities of 3 to 4.99 years. The index is produced by Merrill Lynch, Pierce, Fenner & Smith, Inc. Investments cannot be made directly in an index.

Helping performance was a duration that was lower than the Index during the first half of the year when rates were rising and higher than the Index in the second half of the year when rates were falling. 2

Also benefiting performance was an allocation to federal agency securities. These government bonds are AAA rated 3 but not always direct obligations of the federal government, and hence trade at slightly higher yields than Treasury. Agencies performed very well in 2006 as they richened relative to Treasury.

One negative for performance was a position in a Treasury Inflation-Protected bond whose interest payment is calibrated to the Consumer Price Index. This bond underperformed as falling energy prices in the second half of the year reduced the interest payments on the bond.

POSITIONING AND STRATEGY

As we start 2007, the fund's duration position is slightly longer than the Index. The fund continues to hold approximately a 27% position in higher yielding government agency securities.

2 Effective duration is a measure of a security's price sensitivity to changes in interest rates. The Adviser calculates effective duration using standard analytical models that quantify expected changes in portfolio value resulting from applicable yield curve changes. The Index may calculate its effective duration using different assumptions and models.

3 Bond prices are sensitive to changes in interest rates and a rise in interest rates can cause a decline in their prices. Credit ratings pertain only to the securities in the portfolio and do not protect fund shares against market risk.

GROWTH OF A $25,000 INVESTMENT - INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,000 1 in the Federated U.S. Government Securities Fund: 2-5 Years (Institutional Shares) (the "Fund") from January 31, 1997 to January 31, 2007 compared to the Merrill Lynch 3-5 Year Treasury Index (ML3-5T), 2 the Lipper Short U.S. Treasury Funds Average (LSUSTFA) 3 and the Lipper Short-Intermediate U.S. Government Funds Average (LSIUSGFA). 3

Average Annual Total Returns for the Period Ended 1/31/2007
   

1 Year

3.28%
5 Years

3.44%
10 Years

5.01%

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Fund's performance assumes the reinvestment of all dividends and distributions. The ML3T, ML3-5T, LSUSTFA and the LSIUSGFA have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The ML3-5T is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 The LSUSTFA and the LSIUSGFA represent the average of the total returns reported by all the mutual funds designated by Lipper, Inc. as falling in the respective categories, and are not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a Fund's performance.

GROWTH OF A $25,000 INVESTMENT - INSTITUTIONAL SERVICE SHARES

The graph below illustrates the hypothetical investment of $25,000 1 in the Federated U.S. Government Securities Fund: 2-5 Years (Institutional Service Shares) (the "Fund") from January 31, 1997 to January 31, 2007 compared to the Merrill Lynch 3-5 Year Treasury Index (ML3-5T) 2 , the Lipper Short U.S. Treasury Funds Average (LSUSTFA) 3 and the Lipper Short-Intermediate U.S. Government Funds Average (LSIUSGFA). 3

Average Annual Total Returns for the Period Ended 1/31/2007
   

1 Year

3.05%
5 Years

3.19%
10 Years

4.75%

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Fund's performance assumes the reinvestment of all dividends and distributions. The ML3T, ML3-5T, LSUSTFA and the LSIUSGFA have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The ML3-5T is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 The LSUSTFA and the LSIUSGFA represent the average of the total returns reported by all the mutual funds designated by Lipper, Inc. as falling in the respective categories, and are not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a fund's performance.

GROWTH OF A $10,000 INVESTMENT - CLASS K SHARES

The Fund's Class K Shares commenced operations on April 8, 2003. For the periods prior to the commencement of operations of the Class K Shares, the performance information shown is for the Fund's Institutional Shares, adjusted to reflect the expenses of Class K Shares. The graph below illustrates the hypothetical investment of $10,000 1 in the Federated U.S. Government Securities Fund: 2-5 Years (Class K Shares) (the "Fund") from January 31, 1997 to January 31, 2007, compared to the Merrill Lynch 3-5 Year Treasury Index (ML3-5T), 2 the Lipper Short U.S. Treasury Funds Average (LSUSTFA) 3 and the Lipper Short-Intermediate U.S. Government Funds Average (LSIUSGFA). 3

Average Annual Total Returns for the Period Ended 1/31/2007
   

1 Year

2.55%
5 Years

2.70%
10 Years

4.26%

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Fund's performance assumes the reinvestment of all dividends and distributions. The ML3T, ML3-5T, LSUSTFA and the LSIUSGFA have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The ML3-5T is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 The LSUSTFA and the LSIUSGFA represent the average of the total returns reported by all the mutual funds designated by Lipper, Inc. as falling in the respective categories, and are not adjusted to reflect any sales charges. However, these total returns are reported net of expenses or other fees that the SEC requires to be reflected in a fund's performance.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

Portfolio of Investments Summary Tables

At January 31, 2007, the Fund's portfolio composition 1 was as follows:

Type of Investments
   
Percentage of
Total Net Assets

U.S. Treasury Securities

70.2
%
U.S. Government Agency Securities

26.7
%
Repurchase Agreements--Cash

2.2
%
Repurchase Agreements--Collateral 2

46.9
%
Other Assets and Liabilities--Net 3

(46.0
)%
   TOTAL

100.0
%

At January 31, 2007, the Fund's effective maturity 4 schedule was as follows:

Securities with an
Effective Maturity of:

   
Percentage of
Total Net Assets

Less than 2 Years 5

2.2
%
2-5 Years

78.7
%
Greater than 5 Years

18.2
%
Repurchase Agreements--Collateral 2

46.9
%
Other Assets and Liabilities--Net 3

(46.0
)%
   TOTAL

100.0
%

1 See the Fund's Prospectus for a description of the principal types of securities in which the Fund invests.

2 Repurchase agreements purchased with cash collateral received in securities lending transactions, as well as cash held to cover payments on when issued and delayed delivery transactions.

3 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

4 For callable investments, "effective maturity" is the unexpired period until the earliest date the investment is subject to prepayment or repurchase by the issuer (and market conditions indicate that the issuer will prepay or repurchase the investment). For all other investments, "effective maturity" is the unexpired period until final maturity.

5 Does not include repurchase agreements purchased with cash collateral received in securities lending transactions or cash held to cover payments on when issued and delayed delivery transactions.

Portfolio of Investments

January 31, 2007

Principal
Amount

   

   

Value

U.S. TREASURY NOTES--70.2%
$ 15,000,000 1 4.500%, 2/15/2009
$ 14,880,084
31,000,000 3.625%, 7/15/2009
30,111,463
31,000,000 1 3.625%, 1/15/2010
29,974,948
30,000,000 1 3.875%, 5/15/2010
29,150,508
37,000,000 1 4.375%, 12/15/2010
36,437,023
37,000,000 1 4.250%, 1/15/2011
36,249,755
45,000,000 4.500%, 2/28/2011
44,481,492
42,000,000 1 4.750%, 3/31/2011
41,901,451
40,000,000 1 4.875%, 4/30/2011
40,087,912
19,000,000 1 4.500%, 9/30/2011
18,750,452
37,000,000 1 4.000%, 11/15/2012
35,536,217
40,000,000 1 4.250%, 11/15/2014
38,557,416
12,000,000 1 5.125%, 5/15/2016
12,267,470
25,777,020 U.S. Treasury Inflation-Protected Note, 3.000%, 7/15/2012


26,599,186

   TOTAL U.S. TREASURY (IDENTIFIED COST $433,597,089)


434,985,377

GOVERNMENT AGENCIES--26.7%
20,000,000 Federal Home Loan Mortgage Corp., 4.110%, 2/16/2010
19,443,920
40,000,000 Federal Home Loan Mortgage Corp., 5.000%, 11/1/2010
39,635,292
33,000,000 Federal National Mortgage Association, 6.000%, 5/15/2011
34,157,158
57,000,000 Federal Home Loan Bank System, 5.375%, 8/19/2011
57,693,240
15,000,000 Federal Home Loan Bank System, 5.300%, 10/27/2011


14,950,741

   TOTAL GOVERNMENT AGENCIES (IDENTIFIED COST $166,289,236)


165,880,351

Principal
Amount

   

   

Value

REPURCHASE AGREEMENTS--49.1%
$ 13,774,000 Interest in $4,200,000,000 joint repurchase agreement 5.290%, dated 1/31/2007 under which Bank of America N.A. will repurchase a U.S. Government Agency security maturing on 7/1/2035 for $4,200,617,167 on 2/1/2007. The market value of the underlying security at the end of the period was $4,284,629,510.
$ 13,774,000
145,000,000 Interest in $2,000,000,000 joint repurchase agreement 5.290%, dated 1/31/2007 under which Bear Stearns and Co., Inc. will repurchase U.S. Government Agency securities with maturities to 12/15/2036 for $2,000,293,889 on 2/1/2007. The market value of the underlying securities at the end of the period was $2,060,000,297 (purchased with proceeds from securities lending collateral).
145,000,000
145,874,000 Interest in $3,300,000,000 joint repurchase agreement 5.290%, dated 1/31/2007 under which ING Financial Markets LLC will repurchase U.S. Government Agency and U.S. Treasury securities with maturities to 10/1/2042 for $3,300,484,917 on 2/1/2007. The market value of the underlying securities at the end of the period was $3,378,754,250 (purchased with proceeds from securities lending collateral).


145,874,000

   TOTAL REPURCHASE AGREEMENTS (AT COST)


304,648,000

   TOTAL INVESTMENTS--146.0%
(IDENTIFIED COST $904,534,325) 2



905,513,728

   OTHER ASSETS AND LIABILITIES - NET--(46.0)%


(285,480,435
)
   TOTAL NET ASSETS--100%

$
620,033,293

1 Certain principal amounts or shares are temporarily on loan to unaffiliated broker/dealers.

2 Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2007

Assets:
      
Investments in securities
$ 600,865,728
Investments in repurchase agreements


304,648,000




Total investments in securities, at value, including $281,734,861 of securities loaned (identified cost $904,534,325)
$ 905,513,728
Cash
630
Income receivable
7,025,536
Receivable for shares sold





183,431

   TOTAL ASSETS





912,723,325

Liabilities:
Payable for shares redeemed
815,835
Income distribution payable
766,752
Payable for shareholder services fee (Note 5)
97,333
Payable for distribution services fee (Note 5)
3,236
Payable for collateral due to broker
290,874,000
Accrued expenses


132,876




   TOTAL LIABILITIES





292,690,032

Net assets for 57,295,093 shares outstanding




$
620,033,293

Net Assets Consist of:
Paid-in capital
$ 647,693,169
Net unrealized appreciation of investments
979,403
Accumulated net realized loss on investments
(28,688,142 )
Undistributed net investment income





48,863

   TOTAL NET ASSETS




$
620,033,293

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
$530,530,215 ÷ 49,024,481 shares outstanding, no par value, unlimited shares authorized





$10.82

Institutional Service Shares:
$81,886,814 ÷ 7,566,818 shares outstanding, no par value, unlimited shares authorized





$10.82

Class K Shares:
$7,616,264 ÷ 703,794 shares outstanding, no par value, unlimited shares authorized





$10.82

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended January 31, 2007

Investment Income:
         
Interest (including income on securities loaned of $476,440)









$
33,908,727

Expenses:
Investment adviser fee (Note 5)
$ 2,748,114
Administrative personnel and services fee (Note 5)
546,371
Account administration fee- Institutional Shares
1,447
Account administration fee- Institutional Service Shares
2,138
Custodian fees
33,948
Transfer and dividend disbursing agent fees and expenses-Institutional Shares
325,239
Transfer and dividend disbursing agent fees and expenses-Institutional Service Shares
45,659
Transfer and dividend disbursing agent fees and expenses-Class K Shares
15,643
Directors'/Trustees' fees
13,883
Auditing fees
19,943
Legal fees
9,258
Portfolio accounting fees
127,819
Distribution services fee--Institutional Service Shares (Note 5)
214,324
Distribution services fee--Class K Shares (Note 5)
28,242
Shareholder services fee--Institutional Shares (Note 5)
484,090
Shareholder services fee--Institutional Service Shares (Note 5)
206,780
Share registration costs
44,810
Printing and postage
47,546
Insurance premiums
9,177
Miscellaneous






19,946





   TOTAL EXPENSES






4,944,377





Waivers and Reimbursements (Note 5):
Waiver of administrative personnel and services fee
$ (22,850 )
Waiver of distribution services fee--Institutional Service Shares
(214,324 )
Waiver of shareholder services fee--Institutional Shares
(148,263 )
Reimbursement of transfer and dividend disbursing agent fees and expenses-Institutional Shares
(20,020 )
Reimbursement of shareholder services fee-Institutional Shares
(277,710 )
Reimbursement of shareholder services fee-Institutional Service Shares


(7,288
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(690,455
)




Net expenses










4,253,922

Net investment income










29,654,805

Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(11,881,350 )
Net change in unrealized depreciation of investments










3,984,139

Net realized and unrealized loss on investments










(7,897,211
)
Change in net assets resulting from operations









$
21,757,594

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended January 31
   

2007

   

2006

Increase (Decrease) in Net Assets
Operations:
Net investment income
$ 29,654,805 $ 30,028,270
Net realized loss on investments
(11,881,350 ) (8,212,063 )
Net change in unrealized appreciation/depreciation on investments


3,984,139



(14,956,672
)
   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


21,757,594



6,859,535

Distributions to Shareholders:
Distributions from net investment income
Institutional Shares
(25,866,805 ) (26,501,066 )
Institutional Service Shares
(3,526,354 ) (3,505,158 )
Class K Shares


(204,017
)


(43,948
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(29,597,176
)


(30,050,172
)
Share Transactions:
Proceeds from sale of shares
142,697,902 188,668,549
Net asset value of shares issued to shareholders in payment of distributions declared
18,860,914 18,826,314
Cost of shares redeemed


(278,650,831
)


(275,700,588
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


(117,092,015
)


(68,205,725
)
Change in net assets


(124,931,597
)


(91,396,362
)
Net Assets:
Beginning of period


744,964,890



836,361,252

End of period (including undistributed (distributions in excess of) net investment income of $48,863 and $(8,765), respectively)

$
620,033,293


$
744,964,890

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2007

1. ORGANIZATION

Federated U.S. Government Securities Fund: 2-5 Years (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund offers three classes of shares: Institutional Shares, Institutional Service Shares and Class K Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The Fund's investment objective is to provide current income.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund's portfolio securities are determined as follows:

  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the "Trustees") may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • for investments in other open-end regulated investment companies, based on net asset value;
  • for fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund's custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a "securities entitlement" and exercises "control" as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund's adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Distributions of net investment income are declared daily and paid monthly. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that Institutional Shares, Institutional Service Shares and Class K Shares bear distribution services fees, shareholder services fees and account administration fees unique to those classes and Class K Shares bear certain transfer and dividend disbursing agent fees unique to that class. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts are amortized/accreted.

Federal Taxes

It is the Fund's policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Securities Lending

The Fund participates in a securities lending program providing for the lending of government securities to qualified brokers. The Fund normally receives cash collateral for securities loaned that is invested in short-term securities including repurchase agreements. Collateral is maintained at a minimum level of 100% of the market value on investments loaned, plus interest, if applicable. Earnings on collateral are allocated between the securities lending agent, as a fee for its services under the program, and the Fund, according to agreed-upon rates.

As of January 31, 2007, the securities subject to this type of arrangement and related collateral were as follows:

Market Value of
Securities Loaned

   
Market Value
of Collateral

$281,734,861

$290,874,000

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

Year Ended January 31

2007


2006

Institutional Shares:

Shares



Amount


Shares



Amount

Shares sold
10,345,986 $ 112,151,093 13,320,912 $ 147,708,561
Shares issued to shareholders in payment of distributions declared

1,451,426 15,723,025

1,447,557 16,027,390
Shares redeemed

(22,561,331
)


(244,319,565
)

(20,154,897
)


(223,322,675
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS


(10,763,919
)

$
(116,445,447
)


(5,386,428
)

$
(59,586,724
)
Year Ended January 31

2007


2006

Institutional Service Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
2,288,044 $ 24,781,745 3,395,547 $ 37,695,406
Shares issued to shareholders in payment of distributions declared

270,881

2,934,784
248,823 2,755,413
Shares redeemed

(3,019,788
)


(32,687,665
)

(4,641,078
)


(51,463,751
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SERVICE SHARE TRANSACTIONS


(460,863
)



$
(4,971,136
)


(996,708
)

$
(11,012,932
)
Year Ended January 31

2007


2006

Class K Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
531,952 $ 5,765,064 296,043 $ 3,264,582
Shares issued to shareholders in payment of distributions declared
18,735 203,105 3,938 43,511
Shares redeemed

(151,531
)


(1,643,601
)

(82,138
)


(914,162
)
   NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS


399,156




$
4,324,568




217,843


$
2,393,931

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS


(10,825,626
)



$
(117,092,015
)


(6,165,293
)

$
(68,205,725
)

4. FEDERAL TAX INFORMATION

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended January 31, 2007 and 2006, was as follows:


   
2007
   
2006
Ordinary income

$29,597,176

$30,050,172

As of January 31, 2007, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income
   
$
48,863

Net unrealized appreciation

$
979,403

Capital loss deferrals

$
(28,688,142
)

At January 31, 2007, the cost of investments for federal tax purposes was $904,534,325. The net unrealized appreciation of investments for federal tax purposes was $979,403. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $2,535,482 and net unrealized depreciation from investments for those securities having an excess of cost over value of $1,556,079.

At January 31, 2007, the Fund had a capital loss carryforward of $28,688,142 which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year
   
Expiration Amount
2009

$ 8,268,073
2014

$ 3,570,670
2015

$16,849,399

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated Investment Management Company, the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.40% of the Fund's average daily net assets. For the year ended January 31, 2007, the Adviser voluntarily reimbursed $20,020 of transfer and dividend disbursing agent fees and expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement, provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee



   
Average Aggregate Daily Net Assets
of the Federated Funds

0.150%

on the first $5 billion
0.125%

on the next $5 billion
0.100%

on the next $10 billion
0.075%

on assets in excess of $20 billion

The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. For the year ended January 31, 2007, the net fee paid to FAS was 0.076% of average aggregate daily net assets of the Fund.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan"), pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund's Institutional Service Shares and Class K Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses according to the following schedule annually, to compensate FSC:


Share Class Name



   
Percentage of Average Daily
Net Assets of Class

Institutional Service Shares

0.25%
Class K Shares

0.50%

For the year ended January 31, 2007, FSC voluntarily waived $214,324 of its fee. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended January 31, 2007, FSC retained $2,557 of fees paid by the Fund.

Shareholder Services Fee

The Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund's Institutional Shares and Institutional Services Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended January 31, 2007, FSSC voluntarily waived $148,263 of its fee and voluntarily reimbursed $277,710 of shareholder services fees. For the year ended January 31, 2007, FSSC did not receive any fees paid by the Fund.

Commencing on August 1, 2005 and continuing through May 3, 2006, FSSC reimbursed daily a portion of the shareholder services fee. This reimbursement resulted from an administrative delay in the implementation of contractual terms of shareholder service fee agreements. This reimbursement amounted to $7,288 and $15,088 for the years ended January 31, 2007 and 2006, respectively.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses (including the distribution (12b-1) fee) so that the total operating expenses paid by the Fund's Institutional Shares and Institutional Service Shares (after the voluntary waivers and reimbursements) will not exceed 0.60% and 0.87%, respectively, for the fiscal year ending January 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after March 31, 2008.

General

Certain of the Officers and Trustees of the Fund are Officers and Directors or Trustees of the above companies.

6. LINE OF CREDIT

On December 21, 2006, the Fund entered into a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of January 31, 2007, there were no outstanding loans. During the year ended January 31, 2007, the Fund did not utilize the LOC.

7. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, "Federated"), along with various investment companies sponsored by Federated ("Funds") were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated's first public announcement that it had received requests for information on shareholder trading activities in the Funds from the Securities and Exchange Commission ("SEC"), the Office of the New York State Attorney General ("NYAG"), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys' fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

8. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years of the Fund no later than July 31, 2007. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, "Fair Value Measurements" (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Funds' financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS:

We have audited the accompanying statement of assets and liabilities of Federated U.S. Government Securities Fund: 2-5 Years (the "Fund"), including the portfolio of investments, as of January 31, 2007, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2007, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated U.S. Government Securities Fund: 2-5 Years at January 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Ernst & Young LLP

Boston, Massachusetts
March 21, 2007

Board of Trustees and Fund Officers

The Board is responsible for managing the Fund's business affairs and for exercising all the Fund's powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are "interested persons" of the Fund (i.e., "Interested" Board members) and those who are not (i.e., "Independent" Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund's Statement of Additional Information includes additional information about Fund Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND




Name
Birth Date
Address
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)

John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: December 1981
Principal Occupations : Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex's Executive Committee.

Previous Positions
: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.



J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: October 1999
Principal Occupations : Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions
: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.






Name
Birth Date
Address
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)

Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 1987
Principal Occupations : Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships
Held : Member, National Board of Trustees, Leukemia Society of America.

Previous Positions
: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.



* Family relationships and reasons for "interested" status: John F. Donahue is the father of J. Christopher Donahue; both are "interested" due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his son-in-law is employed by the Fund's principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND




Name
Birth Date
Address
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)

Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: November 1994
Principal Occupation : Director or Trustee of the Federated Fund Complex.

Other Directorships Held
: Director, Member of Executive Committee, Children's Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position
: Senior Partner, Ernst & Young LLP.



John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 1991
Principal Occupations : Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions
: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.






Name
Birth Date
Address
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)

Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: October 1999
Principal Occupation : Director or Trustee of the Federated Fund Complex.

Other Directorships Held
: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position
: Partner, Andersen Worldwide SC.



John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: January 1999
Principal Occupation : Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held
: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions
: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.



Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 1991
Principal Occupation : Director or Trustee of the Federated Fund Complex.

Other Directorships Held
: Board of Overseers, Babson College.

Previous Positions
: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.



Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: January 1999
Principal Occupations : Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions
: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).






Name
Birth Date
Address
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)

John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: February 1995
Principal Occupations : Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held
: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions
: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.



Thomas M. O'Neill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006
Principal Occupations : Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held
: Director, Midway Pacific (lumber); Board of Overseers, Children's Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions
: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.



Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: February 1984
Principal Occupations : Director or Trustee of the Federated Fund Complex.

Previous Positions
: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.



John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: January 1999
Principal Occupations : Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position
: Vice President, Walsh & Kelly, Inc.






Name
Birth Date
Address
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)

James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: April 2006
Principal Occupations : Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held
: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions
: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.



OFFICERS




Name
Birth Date
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years and Previous Position(s)
John W. McGonigle
Birth Date: October 26, 1938
EXECUTIVE VICE PRESIDENT
AND SECRETARY
Began serving: June 1995
Principal Occupations : Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions
: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.



Richard A. Novak
Birth Date: December 25, 1963 TREASURER
Began serving: January 2006
Principal Occupations : Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.
Previous Positions
: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.






Name
Birth Date
Positions Held with Fund
Date Service Began

   
Principal Occupation(s) for Past Five Years and Previous Position(s)
Richard B. Fisher
Birth Date: May 17, 1923
VICE PRESIDENT
Began serving: December 1981
Principal Occupations : Vice Chairman or Vice President of some of the Funds in the Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Chairman, Federated Securities Corp.

Previous Positions
: President and Director or Trustee of some of the Funds in the Federated Fund Complex; Executive Vice President, Federated Investors, Inc. and Director and Chief Executive Officer, Federated Securities Corp.



Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2004
Principal Occupations : Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.



Robert J. Ostrowski
Birth Date: April 26, 1963
CHIEF INVESTMENT OFFICER
Began serving: May 2004
Principal Occupations : Robert J. Ostrowski has been the Fund's Portfolio Manager since May 2004. Mr. Ostrowski joined Federated in 1987 as an Investment Analyst and became a Portfolio Manager in 1990. He was named Chief Investment Officer of taxable fixed-income products in 2004 and also serves as a Senior Portfolio Manager. He has been a Senior Vice President of the Fund's Adviser since 1997. Mr. Ostrowski is a Chartered Financial Analyst. He received his M.S. in Industrial Administration from Carnegie Mellon University.



Donald T. Ellenberger
Birth Date: July 24, 1958
VICE PRESIDENT
Began serving: June 2005
Donald T. Ellenberger has been the Fund's Portfolio Manager since June 2005. He is Vice President of the Fund. Mr. Ellenberger joined Federated in 1996 as a Portfolio Manager and a Vice President of a Federated advisory subsidiary. He became a Senior Vice President of the Fund's Adviser in January 2005 and served as a Vice President of the Fund's Adviser from 1997 through 2004. From 1986 to 1996, he served as a Trader/Portfolio Manager for Mellon Bank, N.A. Mr. Ellenberger received his M.B.A. in Finance from Stanford University.



Evaluation and Approval of Advisory Contract

FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS (THE "FUND")

The Fund's Board reviewed the Fund's investment advisory contract at meetings held in May 2006. The Board's decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

Prior to the meeting, the Adviser had recommended that the Federated Funds appoint a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated Fund. The Senior Officer appointed by the Funds has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below, which the Board considered, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser's fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser's cost of providing the services; the extent to which the Adviser may realize "economies of scale" as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser's relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser's services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for like services and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these considerations and was guided by them in its review of the Fund's advisory contract to the extent they are appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated Funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise the Senior Officer's evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board's formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board has received information on particular matters as the need arose. Thus, the Board's consideration of the advisory contract included review of the Senior Officer's evaluation, accompanying data and additional reports covering such matters as: the Adviser's investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund's short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or "peer group" funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund's investment objectives; the Fund's expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund's portfolio securities (if any); the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates; the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund's relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated Funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated's responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated Funds and/or Federated are responding to them. The Board's evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund's performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund's investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund's ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund's investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser's investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated's fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, and directed the preparation of independent reports, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups is of significance in judging the reasonableness of proposed fees.

For the periods ending December 31, 2005, the Fund's performance for the three-year period was above the median of the relevant peer group, and the Fund's performance fell below the median of the relevant peer group for the one-year period. The Board discussed the Fund's performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated Funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated's subsidiaries for providing other services to the Federated Funds under separate contracts (e.g., for serving as the Federated Funds' administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated Fund trades as well as waivers of fees and/or reimbursements of expenses. In order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs and the lack of consensus on how to allocate those costs causes such allocation reports to be of questionable value. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board also reviewed profitability information for Federated and other publicly held fund management companies, provided by the Senior Officer, who noted the limited availability of such information, and concluded that Federated's profit margins did not appear to be excessive.

The Senior Officer's evaluation also discussed the notion of possible realization of "economies of scale" as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in the portfolio management and distribution efforts supporting all of the Federated Funds and that the benefits of any economies, should they exist, were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with "breakpoints" that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated's fund advisory services at this time.

During the year ending December 31, 2005, the Fund's investment advisory fee after waivers and expense reimbursements, if any, was above the median of the relevant peer group. The Board reviewed the fees and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive. The Board will continue to monitor advisory fees and other expenses borne by the Fund.

No changes were recommended to, and no objection was raised to the continuation of the Fund's advisory contract, and the Senior Officer noted that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. For 2005, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund's operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser's industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board's approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were relevant to every Federated Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board's decision to approve the contract reflects its determination that Federated's performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

The Senior Officer also made recommendations relating to the organization and availability of data and verification of processes for purposes of implementing future evaluations which the Adviser has agreed to implement.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund's portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on "Form N-PX" of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available through Federated's website. Go to FederatedInvestors.com, select "Products," select the "Prospectuses and Regulatory Reports" link, then select the Fund to access the link to Form N-PX. This information is also available from the EDGAR database on the SEC's website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on "Form N-Q." These filings are available on the SEC's website at www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the "Products" section of the Federated Investors website at FederatedInvestors.com by clicking on "Portfolio Holdings" and selecting the name of the Fund, or by selecting the name of the Fund and clicking on "Portfolio Holdings." You must register on the website the first time you wish to access this information.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund's prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated
World-Class Investment Manager

Federated U.S. Government Securities Fund: 2-5 Years
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31428P103
Cusip 31428P202
Cusip 31428P301

30063 (3/07)

Federated is a registered mark of Federated Investors, Inc. 2007 (c)Federated Investors, Inc.


ITEM 2.     CODE OF ETHICS

(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics (the "Section 406 Standards for Investment Companies -
Ethical Standards for Principal Executive and Financial Officers") that applies
to the registrant's Principal Executive Officer and Principal Financial Officer;
the registrant's Principal Financial Officer also serves as the Principal
Accounting Officer.

(c) Not Applicable

(d) Not Applicable

(e) Not Applicable

(f)(3) The registrant hereby undertakes to provide any person, without charge,
upon request, a copy of the code of ethics.  To request a copy of the code of
ethics, contact the registrant at 1-800-341-7400, and ask for a copy of the
Section 406 Standards for Investment Companies - Ethical Standards for Principal
Executive and Financial Officers.


ITEM 3.     AUDIT COMMITTEE FINANCIAL EXPERT

The registrant's Board has determined that each member of the Board's Audit
Committee is an "audit committee financial expert," and that each such member is
"independent," for purposes of this Item.  The Audit Committee consists of the
following Board members:  Thomas G. Bigley, John T. Conroy, Jr., Nicholas P.
Constantakis and Charles F. Mansfield, Jr.


ITEM 4.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

            (a)   Audit Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2007 - $21,000

                  Fiscal year ended 2006 - $20,383

(b)         Audit-Related Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2007 - $0

                  Fiscal year ended 2006 - $81

                  Transfer agent testing.

      Amount requiring approval of the registrant's audit committee pursuant to
      paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $111,153
      respectively.  Sarbanes Oxley sec. 302 procedures.

 (c)         Tax Fees billed to the registrant for the two most recent fiscal
years:

                  Fiscal year ended 2007 - $0

                  Fiscal year ended 2006 - $0

      Amount requiring approval of the registrant's audit committee pursuant to
      paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0
      respectively.

(d)         All Other Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2007 - $0

                  Fiscal year ended 2006 - $0

      Amount requiring approval of the registrant's audit committee pursuant to
      paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0
      respectively.

(e)(1)      Audit Committee Policies regarding Pre-approval of Services.

            The Audit Committee is required to pre-approve audit and non-audit
services performed by the independent auditor in order to assure that the
provision of such services do not impair the auditor's independence.  Unless a
type of service to be provided by the independent auditor has received general
pre-approval, it will require specific pre-approval by the Audit Committee.  Any
proposed services exceeding pre-approved cost levels will require specific pre-
approval by the Audit Committee.

            Certain services have the general pre-approval of the Audit
Committee.  The term of the general pre-approval is 12 months from the date of
pre-approval, unless the Audit Committee specifically provides for a different
period.  The Audit Committee will annually review the services that may be
provided by the independent auditor without obtaining specific pre-approval from
the Audit Committee and may grant general pre-approval for such services.  The
Audit Committee will revise the list of general pre-approved services from time
to time, based on subsequent determinations.  The Audit Committee will not
delegate its responsibilities to pre-approve services performed by the
independent auditor to management.

            The Audit Committee has delegated pre-approval authority to its
Chairman.  The Chairman will report any pre-approval decisions to the Audit
Committee at its next scheduled meeting.  The Committee will designate another
member with such pre-approval authority when the Chairman is unavailable.

AUDIT SERVICES

      The annual Audit services engagement terms and fees will be subject to the
specific pre-approval of the Audit Committee.  The Audit Committee must approve
any changes in terms, conditions and fees resulting from changes in audit scope,
registered investment company (RIC) structure or other matters.

      In addition to the annual Audit services engagement specifically approved
by the Audit Committee, the Audit Committee may grant general pre-approval for
other Audit Services, which are those services that only the independent auditor
reasonably can provide.  The Audit Committee has pre-approved certain Audit
services, all other Audit services must be specifically pre-approved by the
Audit Committee.

AUDIT-RELATED SERVICES

      Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements or that are traditionally performed by the independent
auditor.  The Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor, and has pre-approved
certain Audit-related services, all other Audit-related services must be
specifically pre-approved by the Audit Committee.

TAX SERVICES

      The Audit Committee believes that the independent auditor can provide Tax
services to the Company such as tax compliance, tax planning and tax advice
without impairing the auditor's independence.  However, the Audit Committee will
not permit the retention of the independent auditor in connection with a
transaction initially recommended by the independent auditor, the purpose of
which may be tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations.  The Audit Committee has
pre-approved certain Tax services, all Tax services involving large and complex
transactions must be specifically pre-approved by the Audit Committee.

ALL OTHER SERVICES

      With respect to the provision of services other than audit, review or
attest services the pre-approval requirement is waived if:



      (1)         The aggregate amount of all such services provided constitutes
                  no more than five percent of the total amount of revenues paid
                  by the registrant, the registrant's adviser (not including any
                  sub-adviser whose role is primarily portfolio management and
                  is subcontracted with or overseen by another investment
                  adviser), and any entity controlling, controlled by, or under
                  common control with the investment adviser that provides
                  ongoing services to the registrant to its accountant during
                  the fiscal year in which the services are provided;
      (2)         Such services were not recognized by the registrant, the
                  registrant's adviser (not including any sub-adviser whose role
                  is primarily portfolio management and is subcontracted with or
                  overseen by another investment adviser), and any entity
                  controlling, controlled by, or under common control with the
                  investment adviser that provides ongoing services to the
                  registrant  at the time of the engagement to be non-audit
                  services; and
      (3)         Such services are promptly brought to the attention of the
                  Audit Committee of the issuer and approved prior to the
                  completion of the audit by the Audit Committee or by one or
                  more members of the Audit Committee who are members of the
                  board of directors to whom authority to grant such approvals
                  has been delegated by the Audit Committee.


      The Audit Committee may grant general pre-approval to those permissible
non-audit services classified as All Other services that it believes are routine
and recurring services, and would not impair the independence of the auditor.

      The SEC's rules and relevant guidance should be consulted to determine the
precise definitions of prohibited non-audit services and the applicability of
exceptions to certain of the prohibitions.

PRE-APPROVAL FEE LEVELS

      Pre-approval fee levels for all services to be provided by the independent
auditor will be established annually by the Audit Committee.  Any proposed
services exceeding these levels will require specific pre-approval by the Audit
Committee.

PROCEDURES

      Requests or applications to provide services that require specific
approval by the Audit Committee will be submitted to the Audit Committee by both
the independent auditor and the Principal Accounting Officer and/or Internal
Auditor, and must include a joint statement as to whether, in their view, the
request or application is consistent with the SEC's rules on auditor
independence.

(e)(2)      Percentage of services identified in items 4(b) through 4(d) that
were approved by the registrants audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

            4(b)

            Fiscal year ended 2007 - 0%

            Fiscal year ended 2006 - 0%

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under common
            control with the investment adviser that provides ongoing services
            to the registrant that were approved by the registrants audit
            committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
            Regulation S-X, 0% and 0% respectively.

            4(c)

            Fiscal year ended 2007 - 0%

            Fiscal year ended 2006 - 0%

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under common
            control with the investment adviser that provides ongoing services
            to the registrant that were approved by the registrants audit
            committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
            Regulation S-X, 0% and 0% respectively.

            4(d)

            Fiscal year ended 2007 - 0%

            Fiscal year ended 2006 - 0%

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under common
            control with the investment adviser that provides ongoing services
            to the registrant that were approved by the registrants audit
            committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
            Regulation S-X, 0% and 0% respectively.

(f)   NA


(g)   Non-Audit Fees billed to the registrant, the registrant's investment
      adviser, and certain entities controlling, controlled by or under common
      control with the investment adviser:
            Fiscal year ended 2007 - $158,298

            Fiscal year ended 2006 - $175,550

(h)         The registrant's Audit Committee has considered that the provision
of non-audit services that were rendered to the registrant's adviser (not
including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.


ITEM 5.     AUDIT COMMITTEE OF LISTED REGISTRANTS

            Not Applicable

ITEM 6.     SCHEDULE OF INVESTMENTS

            Not Applicable

ITEM 7.     DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
            MANAGEMENT INVESTMENT COMPANIES

            Not Applicable

ITEM 8.     PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

            Not Applicable

ITEM 9.     PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
            COMPANY AND AFFILIATED PURCHASERS

            Not Applicable

ITEM 10.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            Not Applicable

ITEM 11.    CONTROLS AND PROCEDURES

(a) The registrant's President and Treasurer have concluded that the
registrant's disclosure controls and procedures (as defined in rule 30a-3(c)
under the Act) are effective in design and operation and are sufficient to form
the basis of the certifications required by Rule 30a-(2) under the Act, based on
their evaluation of these disclosure controls and procedures within 90 days of
the filing date of this report on Form N-CSR.

(b) There were no changes in the registrant's internal control over financial
reporting (as defined in rule 30a-3(d) under the Act) during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.

ITEM 12.    EXHIBITS













SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE
INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

REGISTRANT  FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS

BY          /S/ RICHARD A. NOVAK
            RICHARD A. NOVAK, PRINCIPAL FINANCIAL OFFICER


DATE         March 16, 2007


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE
INVESTMENT COMPANY ACT OF 1940, THIS REPORT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.


BY          /S/ J. CHRISTOPHER DONAHUE
            J. CHRISTOPHER DONAHUE, PRINCIPAL EXECUTIVE OFFICER

DATE        March 16, 2007


BY          /S/ RICHARD A. NOVAK
RICHARD A. NOVAK, PRINCIPAL FINANCIAL OFFICER

DATE        March 16, 2007