24F-2NT

                               Rule 24f-2 Notice

              FORTRESS ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.

                                  (Fund Name)


                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779

                             1933 Act No. 33-41004


  (i)   fiscal period for which notice is filed February 28, 1994

 (ii)   The number or amount of securities of the
        same class or series, if any, which had
        been registered under the Securities Act
        of 1933, other than pursuant to Rule 24f-2
        but which remained unsold at March 1, 1993,
        the beginning of the Registrant's fiscal
        period                                                 -0-

(iii)   The number or amount of securities, if
        any, registered during the fiscal period
        of this notice other than pursuant to
        Rule 24f-2                                             -0-           -0-

  (iv)  The number or amount of securities
        sold during the fiscal period of this
        notice                                                 -0-   39,767,211

   (v)  The number or amount of securities sold
        during the fiscal period of this notice
        in reliance upon registration pursuant
        to Rule 24f-2 (see attached Computation
        of Fee)                                                      39,767,211



     WITNESS the due execution hereof this 15th day of April, 1994.



                                        By: /s/ Charles H. Field
                                            Charles H. Field
                                            Assistant Secretary

                               COMPUTATION OF FEE


1. Actual aggregate sale price of Registrant's
   securities sold pursuant to Rule 24f-2 during
   the fiscal period for which the 24f-2 notice
   is filed (see Section v)................................... $ 392,574,656

2. Reduced by the difference between:

   (a)  actual aggregate redemption price
        of such securities redeemed by the
        issuer during the fiscal period for
        which the 24f-2 notice is filed........ $740,150,623

   (b)  actual aggregate redemption price
        of such redeemed securities
        previously applied by the issuer
        pursuant to Section 24e(2)(a) for
        the fiscal period for which the
        24f-2 notice is filed..................                  740,150,623


Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based......................................................... $(347,575,967)


     FEE SUBMITTED (1/29 of 1% of Total amount)............... $    0



                        CONVERSION OF NET REDEMPTIONS ON
                          RULE 24f-2 NOTICE TO FILING
                                UNDER RULE 24e-2


When a negative amount appears on the line captioned "Total amount upon which
the fee calculated specified in Section 6(b) of the Securities Act of 1933 is
based", the following calculation should be made to determine the share
information needed to file under Rule 24e-2:


Total redemptions (per annual report)                  74,951,362
Less:  Line (v) - Rule 24f-2 Notice                    39,767,211
Shares available to register under
     Rule 24e-2                                        35,184,151     (a)

Fund's Current Net Asset Value                        $      9.74     (b)

Multiply:  Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Maximum Aggregate Offering Price                      $342,693,631

EX-99.DONNELLYOPININ

                            HOUSTON, HOUSTON & DONNELLY
                            ATTORNEYS AT LAW
                                      2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON        PITTSBURGH, PA.  15222 
FRED CHALMERS HOUSTON, JR.            __________
THOMAS J. DONNELLY
JOHN F. MECK                (412) 471-5828            FRED CHALMERS HOUSTON
                          FAX (412) 471-0736             (1914 - 1971)
         

MARIO SANTILLI, JR.
THEODORE M. HAMMER

                         April 14, 1994
                                     
                                     
                                     
Fortress Adjustable Rate U.S. Government Fund, Inc.
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

  You  have   requested  our  opinion   in  connection  with   the  
registration by  the  Corporation of  an  additional 35,184,151  
shares of its capital stock pursuant to Post-effective Amendment 
No. 5 to the Corporation's registration statement filed with the 
Securities and Exchange Commission under  the Securities Act of  
1933 (File No. 33-41004). The  subject Post-effective Amendment  
will be filed pursuant to Paragraph  (b) of Rule 485 and become  
effective pursuant to said Rule immediately upon filing.

 As  counsel we  have  participated in  the  organization of  the  
Corporation and its  registration under  the Investment Company  
Act. We have also participated in the preparation and filing of  
the amended  Corporation's  registration  statement  under  the  
Securities Act of 1933 referred to above.

 Further,  we have  examined and  are familiar  with the  Charter  
of the Corporation, its Bylaws  and other corporate records and  
documents deemed relevant.

     On the basis of the foregoing, it is our opinion that:

  1.  The  Corporation   has  been  duly   organized  and  it   is  
legally existing under the laws of the State of Maryland.

  2.  The  Corporation   is  authorized  to  issue   5,000,000,000  
shares of capital stock of a par value of $0.0001 per share.

  3.   The  authorized   and   unissued  capital   stock  of   the   
Corporation when issued in the manner described in the prospectus 
comprising a part  of the  Corporation's registration statement  
under the Securities Act of 1933  for consideration equal to or  
exceeding its par value and not less than its net asset value as 
required by the Charter of the Corporation will be legally issued 
and outstanding Capital  stock of  the Corporation  and will be  
fully paid and non-assessable.

   4.   Post-effective   Amendment    No. 5   does   not    contain   
disclosures which would render it ineligible to become effective 
pursuant to Paragraph (b) of Rule 485.

 We hereby consent  to the filing  of this opinion  as a part  of 
the  Corporation's  registration   statement  filed   with  the   
Securities and Exchange Commission under  the Securities Act of  
1933 and as part  of any application  or registration statement  
filed under the  securities laws  of the  States of  the United  
States.

 We further  consent to  the reference  to this  opinion and  the 
reference to  us as  Legal Counsel  to  the Corporation  in the  
prospectus, registration statements and applications.

                                   Very truly yours,

                                   Houston, Houston & Donnelly



                                   By:  /s/Thomas J. Donnelly

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