485APOS

                            -1-
                                   1933 Act File No. 33-46431
                                   1940 Act File No. 811-6607

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        X


   Pre-Effective Amendment No.

   Post-Effective Amendment No.   6                       X

                             and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
X

   Amendment No.   9                                      X

                       DG INVESTOR SERIES

       (Exact Name of Registrant as Specified in Charter)

 Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
            (Address of Principal Executive Offices)

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

                   John W. McGonigle, Esquire,
                   Federated Investors Tower,
               Pittsburgh, Pennsylvania 15222-3779
             (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
    on _________________ pursuant to paragraph (b)
 X  60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

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

 X  filed the Notice required by that Rule on April 15, 1994; or
    intends to file the Notice required by that Rule on or about
   ____________; or
    during the most recent fiscal year did not sell any
 securities pursuant to Rule 24f-2 under the Investment Company
 Act of 1940, and, pursuant to Rule 24f-2(b)(2), need not file
 the Notice.

                           Copies to:

Thomas J. Donnelly, Esquire        Charles H. Morin, Esquire
Houston, Houston & Donnelly        Dickstein, Shapiro & Morin
2510 Centre City Tower             2101 L Street, N.W.
650 Smithfield Street              Washington, D.C.  20037
Pittsburgh, Pennsylvania 15222

                      CROSS-REFERENCE SHEET

     This Amendment to the Registration Statement of DG INVESTOR
SERIES which consists of six portfolios:  (1) DG U.S. Government
Money Market Fund, (2) DG Limited Term Government Income Fund,
(3) DG Government Income Fund, (4) DG Equity Fund, (5) DG
Municipal Income Fund, and (6) DG Opportunity Fund, relates only
to (6) DG Opportunity Fund and is comprised of the following:

PART A.   INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)
Item 1.   Cover Page               (1-6) Cover Page.
Item 2.   Synopsis                 (1-6) Summary of Fund Expenses;
                                   (1-5) Financial Highlights.
Item 3.   Condensed Financial
          Information              (1-6) Performance Information.
Item 4.   General Description of
          Registrant               (1-6) General Information; (1-6)
                                   Investment Information; (1-6)
                                   Investment Objective; (1-6)
                                   Investment Policies; (1-6)
                                   Investment Limitations.
Item 5.   Management of the Fund   (1-6) DG Investor Series
                                   Information; (1-6) Management of
                                   the Trust; (1-6) Distribution of
                                   Fund Shares; (1-6) Administration
                                   of the Fund; (6) Shareholder
                                   Services Plan; (1-6) Expenses of
                                   the Fund; (2) Brokerage
                                   Transactions.
Item 6.   Capital Stock and Other
          Securities               (1-6) Dividends; (1) Capital
                                   Gains; (1-6) Shareholder
                                   Information; (1-6) Voting Rights;
                                   (1-6) Massachusetts Partnership
                                   Law; (1-6) Tax Information; (1-6)
                                   Federal Income Tax; (1-6) Effect
                                   of Banking Laws.
Item 7.   Purchase of Securities Being
          Offered                  (1-6) Net Asset Value; (1-6)
                                   Investing in the Fund; (1-6) Share
                                   Purchases; (2-6) Minimum
                                   Investment Required; (1-6)
                                   Distribution Plan; (1-6)
                                   Shareholder Servicing
                                   Arrangements; (1-6) What Shares
                                   Cost; (2-6) Reducing the Sales
                                   Charge; (1-6) Systematic
                                   Investment Program; (1-6)
                                   Certificates and Confirmations; (1-
                                   6) Exchanging Securities for Fund
                                   Shares; (1-6) Exchange Privilege;
                                   (1-6) DG Investor Series; (1-6)
                                   Exchanging Shares.
Item 8.   Redemption or Repurchase (1-6) Redeeming Shares; (1-6)
                                   Through the Banks; (1-6)
                                   Systematic Withdrawal Program; (1-
                                   6) Accounts With Low Balances; (1-
                                   6) Redemption in Kind.
Item 9.   Pending Legal Proceedings     None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
IFORMATION.

Item 10.  Cover Page               (1-6) Cover Page.
Item 11.  Table of Contents        (1-6) Table of Contents.
Item 12.  General Information and
          History                  (1-6) General Information About
                                   the Fund.
Item 13.  Investment Objectives and
          Policies                 (1-6) Investment Objective(s) and
                                   Policies.
Item 14.  Management of the Fund   (1-6) DG Investor Series
                                   Management.
Item 15.  Control Persons and Principal
          Holders of Securities    (1-6) Fund Ownership.
Item 16.  Investment Advisory and Other
          Services                 (1-6) Investment Advisory
                                   Services; (1-6) Administrative
                                   Services.
Item 17.  Brokerage Allocation     (1-6) Brokerage Transactions.
Item 18.  Capital Stock and Other
          Securities               Not Applicable.
Item 19.  Purchase, Redemption and
          Pricing of Securities Being
          Offered                  (1-6) Purchasing Shares; (1-6)
                                   Exchange Privilege; (1-6)
                                   Determining Net Asset Value; (1-6)
                                   Redeeming Shares.
Item 20.  Tax Status               Tax Status.
Item 21.  Underwriters             (1-6) Distribution Plan.
Item 22.  Calculation of Performance
          Data                     (1-6) Performance Comparisons; (1-
                                   6) Yield; (1) Effective Yield; (2-
                                   6) Total Return; (5) Tax-
                                   Equivalent Yield.
Item 23.  Financial Statements     (6) To be filed by amendment.



DG OPPORTUNITY FUND

(A PORTFOLIO OF DG INVESTOR SERIES)

PROSPECTUS



The shares of DG Opportunity Fund (the "Fund") offered by this

prospectus represent interests in a diversified portfolio of DG

Investor Series (the "Trust"), an open-end, management investment

company (a mutual fund).



The investment objective of the Fund is to provide capital

appreciation.  The Fund pursues its investment objective by

investing primarily in a portfolio of equity securities

comprising the small capitalization sector of the United States

equity market.



The shares offered by this prospectus are not deposits or

obligations of Deposit Guaranty National Bank or Commercial

National Bank, are not endorsed or guaranteed by Deposit Guaranty

National Bank or Commercial National Bank, and are not insured by

the Federal Deposit Insurance Corporation, the Federal Reserve

Board, or any other government agency.  Investment in these

shares involves investment risks including the possible loss of

principal.



This prospectus contains the information you should read and know

before you invest in the Fund.  Keep this prospectus for future

reference.



The Fund has also filed a Statement of Additional Information

dated July __, 1994, with the Securities and Exchange Commission.

The information contained in the Statement of Additional

Information is incorporated by reference into this prospectus.

You may request a copy of the Statement of Additional Information

free of charge, obtain other information, or make inquiries about

the Fund by writing or calling the Fund.



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES

COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY

STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY

OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A

CRIMINAL OFFENSE.



Prospectus dated July__, 1994



TABLE OF CONTENTS

SUMMARY OF FUND EXPENSES

GENERAL INFORMATION

INVESTMENT INFORMATION
  Investment Objective
  Investment Policies
    Acceptable Investments
    Repurchase Agreements
    Put and Call Options
    Investing in Securities of Other Investment Companies
    Securities of Foreign Issuers
    Futures Contracts and Options on Futures
       Risks
   When-Issued and Delayed Delivery
     Transactions
    Lending of Portfolio Securities
    Temporary Investments
  Investment Considerations
  Portfolio Turnover
  Investment Limitations
  
DG INVESTOR SERIES INFORMATION
  Management of the Trust
    Board of Trustees
    Investment Adviser
       Advisory Fees
       Adviser's Background
    Sub-Adviser
       Sub-Advisory Fees
       Sub-Adviser's Background
  Distribution of Fund Shares
    Distribution Plan
    Shareholder Servicing Arrangements
    
ADMINISTRATION OF THE FUND
    Administrative Services
    Shareholder Services Plan
    Custodian
    Transfer Agent, Dividend
       Disbursing Agent, and
       Shareholder Servicing Agent
    Legal Counsel
    Independent Auditors
  Brokerage Transactions
  Expenses of the Fund
  
NET ASSET VALUE

INVESTING IN THE FUND
  Share Purchases
    Through the Banks
  Minimum Investment Required
  What Shares Cost
    Purchases at Net Asset Value
    Sales Charge Reallowance
  Reducing the Sales Charge
    Quantity Discounts and Accumulated
       Purchases
    Letter of Intent
    Reinvestment Privilege
    Concurrent Purchases
  Systematic Investment Program
  Certificates and Confirmations
  Dividends and Distributions
  Exchanging Securities For Fund Shares
  
EXCHANGE PRIVILEGE
  DG Investor Series
  Exchanging Shares
  
REDEEMING SHARES
  Through the Banks
    By Telephone
    By Mail
    Signatures
  Systematic Withdrawal Program
  Accounts With Low Balances

SHAREHOLDER INFORMATION
  Voting Rights
  Massachusetts Partnership Law
  
EFFECT OF BANKING LAWS

TAX INFORMATION
  Federal Income Tax
  
PERFORMANCE INFORMATION

ADDRESSES
Inside Back Cover

SUMMARY OF FUND EXPENSES

                SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases (as a
 percentage of offering price)                              ____%
Maximum Sales Load Imposed on Reinvested Dividends
 (as a percentage of offering price)                        None
Deferred Sales Load (as a percentage of original
 purchase price or redemption proceeds, as applicable)      None
Redemption Fee (as a percentage of amount redeemed,
 if applicable)                                             None
Exchange Fee                                                None

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

Management Fee (after waiver) (1)                           ____%
12b-1 Fee (2)                                               ____%
Total Other Expenses (after waiver) (3)                     ____%
     Shareholder Services Fee (2)                      ____%
     Total Fund Operating Expenses (4)                      ____%


(1) The estimated management fee has been reduced to reflect the

anticipated voluntary waiver by the adviser.  The adviser may

terminate this voluntary waiver at any time at its sole

discretion.  The maximum management fee is ____%.

(2) As of the date of this prospectus, the Fund is not paying or

accruing 12b-1 fees or shareholder services fees.  The Fund will

not accrue or pay 12b-1 fees or shareholder services fees until a

separate class of shares has been created for certain

institutional investors.  The Fund can pay up to ____% as a 12b-1

fee and up to ____% as a shareholder servicies fee.

(3) Other expenses are estimated to be ____% absent the

anticipated voluntary waiver by the administrator.  The

administrator may terminate this voluntary waiver at any time at

its sole discretion.

(4) Total Fund Operating Expenses are anticipated to be ____%

absent the voluntary waivers described above in notes 1 and 3.

     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN

UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER

OF THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY.  FOR MORE

COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE "DG

INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."  Wire-

transferred redemptions of less than $5,000 may be subject to

additional fees.



EXAMPLE                                 1 year      3 years



You would pay the following expenses

on a $1,000 investment assuming

(1) 5% annual return and (2) redemption

at the end of each time period.  The

Fund charges no redemption fees.......   $__         $__

    

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF

PAST OR FUTURE EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESS

THAN THOSE SHOWN.  THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR

THE FUND'S FISCAL YEAR ENDING FEBRUARY 28, 1995.






GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under

a Declaration of Trust dated February 7, 1992.  The Declaration

of Trust permits the Trust to offer separate series of shares of

beneficial interest representing interests in separate portfolios

of securities.  The shares in any one portfolio may be offered in

separate classes.



Shares of the Fund are designed for retail and trust customers of

Deposit Guaranty National Bank and Commercial National Bank and

their affiliates as a convenient means of participating in a

professionally managed, diversified portfolio consisting

primarily of equity securities.  A minimum initial investment of

$1,000 is required.



Fund shares are sold at net asset value plus an applicable sales

charge and are redeemed at net asset value.



INVESTMENT INFORMATION



INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide capital

appreciation.  The investment objective cannot be changed without

approval of shareholders.  While there is no assurance that the

Fund will achieve its investment objective, it endeavors to do so

by following the investment policies described in this

prospectus.



INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily

in a portfolio of equity securities comprising the small

capitalization sector of the United States equity market.  In the

investment adviser's opinion, small capitalization stocks have

special value in the marketplace and can provide greater growth

of principal than large capitalization stocks.  The Fund attempts

to select companies with potential for above-average capital

appreciation commensurate with increased risk.  Under normal

market conditions, the Fund intends to invest at least 65% of its

total assets in equity securities of companies that have a market

value capitalization of less than $1 billion.



Unless indicated otherwise, the investment policies of the Fund

may be changed by the Board of Trustees ("Trustees") without the

approval of shareholders.  Shareholders will be notified before

any material change in these policies becomes effective.



ACCEPTABLE INVESTMENTS.  In pursuing its investment objective,

the Fund will employ investment strategies that utilize a

fundamental growth-oriented approach along with technical

analysis and relative valuation to select the small

capitalization stocks which will comprise the Fund's investment

portfolio.



Acceptable investments include, but are not limited to:



. common stock of U.S. companies which are either listed on the

  New York or American Stock Exchange or traded in over-the-

  counter markets, preferred stock of such companies, warrants,

  and preferred stock convertible into common stock of such

  companies;



. convertible bonds rated at least BBB by Standard & Poor's

  Corporation ("Standard & Poor's") or Fitch Investors Service,

  Inc. ("Fitch") or at least Baa by Moody's Investors Service,

  Inc. ("Moody's") or, if not rated, are determined by the

  adviser to be of comparable quality;



. investments in American Depository Receipts ("ADRs") of

  foreign companies traded on the New York Stock Exchange or in

  the over-the-counter market;



. money market instruments;



. fixed rate notes,  bonds and adjustable and variable rate

  notes of companies whose common stock it may acquire rated BBB

  or better by Standard & Poor's or Baa or better by Moody's;



. zero coupon convertible securities;



. securities of other investment companies; and



. obligations, including certificates of deposit and bankers'

  acceptances, of banks or savings and loan associations having

  at least $1 billion in deposits as of the date of their most

  recently published financial statements and which are insured

  by the Bank Insurance Fund or the Savings Association

  Insurance Fund, both of which are administered by the Federal

  Deposit Insurance Corporation, including U.S. branches of

  foreign banks and foreign branches of U.S. banks.



REPURCHASE AGREEMENTS.  Certain securities in which the Fund

invests may be purchased pursuant to repurchase agreements.

Repurchase agreements are arrangements in which banks,

broker/dealers, and other recognized financial institutions sell

U.S. government securities to the Fund and agree at the time of

sale to repurchase them at a mutually agreed upon time and price.

To the extent that the seller does not repurchase the securities

from the Fund, the Fund could receive less than the repurchase

price on any sale of such securities.



INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will limit its investment in other investment companies

to no more than 3% of the total outstanding voting stock of any

investment company, will not invest more than 5% of its total

assets in any one investment company, or invest more than 10% of

its total assets in investment companies in general.  The Fund

will purchase securities of closed-end investment companies only

in open-market transactions involving only customary broker's

commissions.  However, these limitations are not applicable if

the securities are acquired in a merger, consolidation, or

acquisition of assets.  It should be noted that investment

companies incur certain expenses, such as management fees, and,

therefore, any investment by a fund in shares of another

investment company would be subject to such duplicate expenses.

The Fund will invest in other investment companies primarily for

the purpose of investing its short-term cash on a temporary

basis.  The adviser will waive its investment advisory fee on

assets invested in securities of open-end investment companies.



SECURITIES OF FOREIGN ISSUERS.  The Fund may invest in securities

of foreign issuers traded on the New York or American Stock

Exchange or in the over-the-counter market in the form of

depositary receipts.  Securities of a foreign issuer may present

greater risks in the form of nationalization, confiscation,

domestic marketability, or other national or international

restrictions.  As a matter of practice, the Fund will not invest

in the securities of a foreign issuer if any such risk appears to

the investment adviser to be substantial.



PUT AND CALL OPTIONS.  The Fund may purchase put options on its

portfolio securities as a hedge to attempt to protect securities

which the Fund holds, or will be purchasing, against decreases in

value.  The Fund may also write (sell) call options on all or any

portion of its portfolio to generate income for the Fund.  The

Fund will write call options on securities either held in its

portfolio or which it has the right to obtain without payment of

further consideration or for which it has segregated cash or U.S.

government securities in the amount of any additional

consideration.



The Fund may purchase and write over-the-counter options on

portfolio securities in negotiated transactions with the buyers

or writers of the options when options on the portfolio

securities held by the Fund are not traded on an exchange.  The

Fund purchases and writes options only with investment dealers

and other financial institutions (such as commercial banks or

savings and loan associations) deemed creditworthy by the Fund's

adviser.



Over-the-counter options are two-party contracts with price and

terms negotiated between buyer and seller.  In contrast, exchange-

traded options are third-party contracts with standardized strike

prices and expiration dates and are purchased from a clearing

corporation.  Exchange-traded options have a continuous liquid

market, while over-the-counter options may not.



FUTURES CONTRACTS AND OPTIONS ON FUTURES.  The Fund may purchase

and sell financial futures and stock index futures contracts to

hedge all or a portion of its portfolio against changes in the

price of its portfolio securities, but will not engage in futures

transactions for speculative purposes.



The Fund may also write call options and purchase put options on

financial futures and stock index futures contracts as a hedge to

attempt to protect securities in its portfolio against decreases

in value.



The Fund may not purchase or sell futures contracts or related

options if immediately thereafter the sum of the amount of margin

deposits on the Fund's existing futures positions and premiums

paid for related options would exceed 5% of the market value of

the Fund's total assets.



RISKS.  When the Fund writes a call option, the Fund risks not

participating in any rise in the value of the underlying

security.  In addition, when the Fund uses futures and options on

futures as hedging devices, there is a risk that the prices of

the securities subject to the futures contracts may not correlate

perfectly with the prices of the securities in the Fund's

portfolio.  This may cause the futures contract and any related

options to react differently than the portfolio securities to

market changes.  In addition, the Fund's investment adviser could

be incorrect in its expectations about the direction or extent of

market factors, such as interest rate and stock price movements.

In these events, the Fund may lose money on the futures contract

or option.



It is not certain that a secondary market for positions in

futures contracts or options will exist at all times.  Although

the investment adviser will consider liquidity before entering

into options transactions, there is no assurance that a liquid

secondary market will exist for any particular futures contract

or option at any particular time.  The Fund's ability to

establish and close out futures and options positions depends on

this secondary market.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may

purchase portfolio securities on a when-issued or delayed

delivery basis.  These transactions are arrangements in which the

Fund purchases securities with payment and delivery scheduled for

a future time.  In when-issued and delayed delivery transactions,

the Fund relies on the seller to complete the transaction.  The

seller's failure to complete the transaction may cause the Fund

to miss a price or yield considered to be advantageous.



LENDING OF PORTFOLIO SECURITIES.  In order to generate additional

income, the Fund may lend portfolio securities on a short-term or

long-term basis, or both, to broker/dealers, banks, or other

institutional borrowers of securities.  The Fund will only enter

into loan arrangements with broker/dealers, banks, or other

institutions which the adviser has determined are creditworthy

under guidelines established by the Trustees, and will receive

collateral in the form of cash or U.S. government securities

equal to at least 100% of the value of the securities loaned at

all times.



TEMPORARY INVESTMENTS.  For defensive purposes only, the Fund may

also invest temporarily in cash and short-term obligations during

times of unusual market conditions and to maintain liquidity.

These investments may include  obligations such as:



commercial paper rated A-1 or A-2 by Standard & Poor's

Corporation, Prime-1 or Prime-2 by Moody's Investors Service,

Inc., or F-1 or F-2 by Fitch Investors Service, Inc.;



obligations of the U.S. government or its agencies or

instrumentalities; and



repurchase agreements.



INVESTMENT CONSIDERATIONS

As with other mutual funds that invest primarily in equity

securities, the Fund is subject to market risks.  That is, the

possibility exists that common stocks will decline over short or

even extended periods of time.  The United States equity market

tends to be cyclical, experiencing both periods when stock prices

generally increase and periods when stock prices generally

decrease.  However, because the Fund invests primarily in small

capitalization stocks, there are some additional risk factors

associated with investments in the Fund.  In particular, stocks

in the small capitalization sector of the United States equity

market have historically been more volatile in price than larger

capitalization stocks, such as those included in the Standard &

Poor's 500 Composite Stock Price Index ("Standard & Poor's 500

Index").  This is because, among other things, small companies

have less certain growth prospects than larger companies; have a

lower degree of liquidity in the equity market; and tend to have

a greater sensitivity to changing economic conditions.  Further,

in addition to exhibiting greater volatility, the stocks of small

companies may, to some degree, fluctuate independently of the

stocks of large companies.  That is, the stocks of small

companies may decline in price as the prices of large company

stocks rise or vice versa.  Therefore, investors should expect

that the Fund will be more volatile than, and may fluctuate

independently of, broad stock market indices such as the Standard

& Poor's 500 Index.



Bonds rated "BBB" by Standard & Poor's or "Baa" by Moody's have

speculative characteristics.  Changes in economic conditions or

other circumstances are more likely to lead to weakened capacity

to make principal and interest payments than higher rated bonds.



PORTFOLIO TURNOVER

Although the Fund does not intend to invest for the purpose of

seeking short-term profits, securities in the portfolio will be

sold whenever the investment adviser believes it is appropriate

to do so in light of the Fund's investment objectives, without

regard to the length of time a particular security may have been

held.  The investment adviser anticipates that the Fund's

portfolio turnover rate will not exceed 200%.  A high portfolio

turnover rate may lead to increased costs and may also result in

higher taxes paid by the Fund's shareholders.



INVESTMENT LIMITATIONS

The Fund will not:



borrow money directly or through reverse repurchase agreements

(arrangements in which the Fund sells a portfolio instrument for

a percentage of its cash value with an agreement to buy it back

on a set date) or pledge securities except, under certain

circumstances, the Fund may borrow money and engage in reverse

repurchase agreements in amounts up to one-third of the value of

its total assets and pledge up to 15% of the value of its total

assets to secure such borrowings.



The above limitation cannot be changed without shareholder

approval.  The following limitations, however, may be changed by

the Trustees without shareholder approval.  Shareholders will be

notified before any material change in these limitations becomes

effective.



The Fund will not:



invest more than 15% of its net assets in illiquid securities,

including repurchase agreements providing for settlement more

than seven days after notice, over-the-counter options and

certain restricted securities not determined by the Trustees to

be liquid; or



invest more than 5% of the Fund's net assets in warrants;

however, no more than 2% of this 5% may be warrants which are not

listed on the New York or American Stock Exchange.



DG INVESTOR SERIES INFORMATION



MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees.

The Trustees are responsible for managing the Trust's business

affairs and for exercising all of the powers of the Trust except

those reserved for the shareholders.  The Executive Committee of

the Board of Trustees handles the Trustees' responsibilities

between meetings of the Trustees.



INVESTMENT ADVISER.  Pursuant to an investment advisory contract

with the Trust, investment decisions for the Fund are made by

Deposit Guaranty National Bank, the Fund's investment adviser

(the "Adviser"), subject to direction by the Trustees.  The

Adviser, in consultation with the sub-adviser, continually

conducts investment research and supervision for the Fund and is

responsible for the purchase and sale of portfolio instruments.



ADVISORY FEES.  The Fund's Adviser receives an annual investment

advisory fee equal to 0.95 of 1% of the Fund's average daily net

assets.  The fee paid by the Fund, while higher than the advisory

fee paid by other mutual funds in general, is comparable to fees

paid by other mutual funds with similar objective and policies.

The investment advisory contract provides for the voluntary

reimbursement of expenses by the Adviser to the extent any Fund

expenses exceed such lower expense limitation as the Adviser may,

by notice to the Fund, voluntarily declare to be effective.  The

Adviser can terminate this voluntary reimbursement of expenses at

any time at its sole discretion.  The Adviser has undertaken to

reimburse the Fund for operating expenses in excess of

limitations established by certain states.



ADVISER'S BACKGROUND.  Deposit Guaranty National Bank, a national

banking association formed in 1925, is a subsidiary of Deposit

Guaranty Corp ("DGC").  Through its subsidiaries and affiliates,

DGC offers a full range of financial services to the public,

including commercial lending, depository services, cash

management, brokerage services, retail banking, mortgage banking,

investment advisory services and trust services.



As of December 31, 1993, the Trust Division of Deposit Guaranty

National Bank had approximately $9 billion under administration,

of which it had investment discretion over $1.4 billion.  Deposit

Guaranty National Bank has served as the Trust's investment

adviser since May 5, 1992.



SUB-ADVISER.  Under the terms of a sub-advisory agreement between

Deposit Guaranty National Bank and Commercial National Bank (the

"Sub-Adviser"), the Sub-Adviser will furnish to the Adviser such

investment advice, statistical and other factual information as

may be requested by the Adviser.  The portfolio managers from the

Trust Divisions of Deposit Guaranty National Bank and Commercial

National Bank will form an investment committee (the "DG Asset

Management Group") to discuss investment strategies and evaluate

securities and the economic outlook.



SUB-ADVISORY FEES.  For its services under the sub-advisory

agreement, the Sub-Adviser receives an annual fee from the

Adviser equal to 0.25 of 1% of the average daily net assets of

the Fund.  The sub-advisory fee is accrued daily and paid

monthly.  In the event that the fee due from the Trust to the

Adviser on behalf of the Fund is reduced in order to meet expense

limitations imposed on the Fund by state securities laws and

regulations, the sub-advisory fee will be reduced by one-half of

said reduction in the fee due from the Trust to the Adviser on

behalf of the Fund.  Notwithstanding any other provision in the

sub-advisory agreement, the Sub-Adviser may, from time to time

and for such periods as it deems appropriate, reduce its

compensation (and, if appropriate, assume expenses of the Fund or

class of the Fund) to the extent that the Fund's expenses exceed

such lower expense limitation as the Sub-Adviser may, by notice

to the Trust on behalf of the Fund, voluntarily declare to be

effective.



SUB-ADVISER'S BACKGROUND.  Commercial National Bank, a national

banking association which received its charter in 1886, is a

subsidiary of DGC.  As of December 31, 1993, the Trust Division

at Commercial National Bank had approximately $1.2 billion in

trust assets under administration, for which it had investment

discretion over $1 billion.  Commercial National Bank has served

as sub-adviser to DG Government Income Fund, DG Limited Term

Government Income Fund and DG Equity Fund since July 20, 1992.

It has served as sub-adviser to DG Municipal Income Fund since

December 12, 1992, and to the Fund since May 25, 1994.  All of

these funds are portfolios of the Trust.



William A. Womack is a Vice President and Trust Investment

Officer, and has been with Deposit Guaranty National Bank for ten

years.  Mr. Womack spent eight years prior to joining Deposit

Guaranty in the investment brokerage business.  A graduate of

Louisiana State University, he received a B.S. in Finance, with a

minor in Economics.  Mr. Womack is a member of the Mississippi

Chapter of the Society of Financial Analysts.  Mr. Womack has

managed the Fund since July __, 1994 (the inception of the Fund).

He also manages the DG Municipal Income Fund.



DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for

shares of the Fund.  It is a Pennsylvania corporation organized

on November 14, 1969, and is the principal distributor for a

number of investment companies.  Federated Securities Corp. is a

subsidiary of Federated Investors.



DISTRIBUTION PLAN.  Under a distribution plan adopted in

accordance with the Investment Company Act Rule 12b-1 (the

"Plan"), the Fund will pay to the distributor an amount computed

at an annual rate of 0.35 of 1% of the average daily net asset

value of the Fund to finance any activity which is principally

intended to result in the sale of shares subject to the Plan.

The Fund will not accrue or pay 12b-1 fees until a separate class

of shares has been created for certain institutional investors.



The distributor may from time to time and for such periods as it

deems appropriate, voluntarily reduce its compensation under the

Plan to the extent the expenses attributable to the shares exceed

such lower expense limitation as the distributor may, by notice

to the Trust, voluntarily declare to be effective.



The distributor may select financial institutions such as banks,

fiduciaries, custodians for public funds, investment advisers,

and broker/dealers ("brokers") to provide distribution and/or

administrative services as agents for their clients or customers.

Administrative services may include, but are not limited to, the

following functions: providing office space, equipment, telephone

facilities, and various clerical, supervisory, computer, and

other personnel as necessary or beneficial to establish and

maintain shareholder accounts and records; processing purchase

and redemption transactions and automatic investments of client

account cash balances; answering routine client inquiries;

assisting clients in changing dividend options, account

designations, and addresses; and providing such other services as

may reasonably be requested.



The distributor will pay financial institutions a fee based upon

shares subject to the Plan and owned by their clients or

customers.  The schedules of such fees and the basis upon which

such fees will be paid will be determined from time to time by

the distributor.



The Fund's Plan is a compensation type plan.  As such, the Fund

makes no payments to the distributor except as described above.

Therefore, the Fund does not pay for unreimbursed expenses of the

distributor, including amounts expended by the distributor in

excess of amounts received by it from the Fund, interest,

carrying or other financing charges in connection with excess

amounts expended, or the distributor's overhead expenses.

However, the distributor may be able to recover such amounts or

may earn a profit from future payments made by the Fund under the

Plan.



The Glass-Steagall Act prohibits a depository institution (such

as a commercial bank or a savings and loan association) from

being an underwriter or distributor of most securities.  In the

event the Glass-Steagall Act is deemed to prohibit depository

institutions from acting in the administrative capacities

described above or should Congress relax current restrictions on

depository institutions, the Trustees will consider appropriate

changes in the services.



State securities laws governing the ability of depository

institutions to act as underwriters or distributors of securities

may differ from interpretations given to the Glass-Steagall Act

and, therefore, banks and financial institutions may be required

to register as dealers pursuant to state laws.



SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay

financial institutions a fee with respect to the average net

asset value of Shares held by their customers for providing

administrative services.  This fee, if paid, will be reimbursed

by the Adviser and not the Fund.



ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services,

which is a subsidiary of Federated Investors, provides the Fund

with the administrative personnel and services necessary to

operate the Fund.  Such services include shareholder servicing

and certain legal and accounting services.  Federated

Administrative Services provides these at an annual rate as

specified below:


        Maximum               Average Aggregate Daily
   Administrative Fee         Net Assets of the Trust

       .150 of 1%             on the first $250 million
       .125 of 1%             on the next $250 million
       .100 of 1%             on the next $250 million
       .075 of 1%             on assets in excess of $750 million


The administrative fee received during any fiscal year shall

aggregate at least $100,000 per Fund.  Federated Administrative

Services may choose voluntarily to waive a portion of its fee at

any time.



SHAREHOLDER SERVICES PLAN.  The Fund has adopted a Shareholder

Services Plan (the "Services Plan") with respect to the shares.

Under the Services Plan, financial institutions will enter into

shareholder service agreements with the Fund to provide

administrative support services to their customers who from time

to time may be owners of record or beneficial owners of the

shares.  In return for providing these support services, a

financial institution may receive payments from the Fund at a

rate not exceeding 0.15% of the average daily net assets of the

shares beneficially owned by the financial institution's

customers for whom it is holder of record or with whom it has a

servicing relationship.  These administrative services may

include, but are not limited to, the provision of personal

services and maintenance of shareholder accounts.  The Fund will

not accrue or pay shareholder services fees until a separate

class of shares has been added for certain institutional

investors.

CUSTODIAN.  State Street Bank and Trust Company ("State Street

Bank"), Boston, Massachusetts, is custodian for the securities

and cash of the Fund.



TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER

SERVICING AGENT.  Federated Services Company, Pittsburgh,

Pennsylvania, is transfer agent for the shares of the Fund,

dividend disbursing agent for the Fund, and shareholder servicing

agent for the Fund.



LEGAL COUNSEL.  Legal counsel for the Fund is provided by

Houston, Houston & Donnelly, Pittsburgh, Pennsylvania, and

Dickstein, Shapiro & Morin, Washington, D.C.



INDEPENDENT AUDITORS.  The independent auditors for the Fund are

KPMG Peat Marwick, Pittsburgh, Pennsylvania.



BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and

sale of portfolio instruments, the Adviser looks for prompt

execution of the order at a favorable price.  In working with

dealers, the Adviser will generally utilize those who are

recognized dealers in specific portfolio instruments, except when

a better price and execution of the order can be obtained

elsewhere.  In selecting among firms believed to meet these

criteria, the Adviser may give consideration to those firms which

have sold or are selling shares of the Fund and other funds

distributed by Federated Securities Corp.  The Adviser makes

decisions on portfolio transactions and selects brokers and

dealers subject to review by the Trustees.



EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of

Trust expenses.  The expenses borne by the Fund include, but are

not limited to, the cost of: organizing the Trust and continuing

its existence; Trustee fees; investment advisory and

administrative services; printing prospectuses and other Fund

documents for shareholders; registering the Trust, the Fund, and

shares of the Fund with federal and state securities authorities;

taxes and commissions; issuing, purchasing, repurchasing, and

redeeming shares; fees for custodians, transfer agents, dividend

disbursing agents, shareholder servicing agents, and registrars;

printing, mailing, auditing, accounting, and legal expenses;

reports to shareholders and governmental agencies; meetings of

Trustees and shareholders and proxy solicitations therefor;

insurance premiums; association membership dues; and such non-

recurring and extraordinary items as may arise.  However, the

Adviser may voluntarily waive some expenses and has, in addition,

undertaken to reimburse the Fund, up to the amount of the

advisory fee, the amount by which operating expenses exceed

limitations imposed by certain states.



NET ASSET VALUE

The Fund's net asset value per share fluctuates.  It is

determined by dividing the sum of the market value of all

securities and other assets, less liabilities, by the number of

shares outstanding.



INVESTING IN THE FUND



SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange

and the Federal Reserve Wire System are open for business.  Fund

shares may be ordered by telephone through procedures established

with Commercial National Bank and Deposit Guaranty National Bank

(collectively, the "Banks") in connection with qualified account

relationships.  Such procedures may include arrangements under

which certain accounts are swept periodically and amounts

exceeding an agreed-upon minimum are invested automatically in

Fund shares.  Texas residents must purchase shares of the Fund

through Federated Securities Corp. at 1-800-356-2805.  The Fund

reserves the right to reject any purchase request.



THROUGH THE BANKS.  To place an order to purchase Fund shares,

open an account by calling Deposit Guaranty National Bank at

(800) 748-8500 or Commercial National Bank at (800) 274-1907.

Information needed to establish the account will be taken over

the telephone.



Payment may be made by either check, federal funds or by debiting

a customer's account at the Banks.  Purchase orders must be

received by 4:00 p.m. (Eastern time).  Payment is required before

4:00 p.m. on the next business day in order to earn dividends for

that day.



MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000.  Subsequent

investments may be in any amounts of $100 or more.  The Fund may

waive the initial minimum investment for employees of DGC and its

affiliates from time to time.



WHAT SHARES COST

Fund shares are sold at their net asset value next determined

after an order is received, plus a sales charge as follows:



                            Sales Charge as a   Sales Charge as a

                           Percentage of Public   Percentage of
Net
Amount of Transaction        Offering Price      Asset Value

Less than $100,000              2.00%              2.04%
$100,000 but less than $250,000 1.75%              1.78%
$250,000 but less than $500,000 1.50%              1.52%
$500,000 but less than $750,000 1.25%              1.27%
$750,000 but less than $1 million                 1 .00%    1.01%
$1 million but less than $2
    million                     0.50%              0.50%
$2 million or more              0.25%              0.25%

The net asset value is determined at 4:00 p.m. (Eastern time),

Monday through Friday, except on: (i) days on which there are not

sufficient changes in the value of the Fund's portfolio

securities that its net asset value might be materially affected;

(ii) days during which no shares are tendered for redemption and

no orders to purchase shares are received; or (iii) the following

holidays: New Year's Day, Martin Luther King Day, Presidents'

Day, Good Friday, Memorial Day, Independence Day, Labor Day,

Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day.



PURCHASES AT NET ASSET VALUE.  Shares of the Fund may be

purchased at net asset value, without a sales charge by: the

Trust Division of the Banks for funds which are held in a

fiduciary, agency, custodial or similar capacity; Trustees and

employees of the Fund, the Banks or Federated Securities Corp. or

their affiliates and their spouses and children under 21; or any

bank or investment dealer who has a sales agreement with

Federated Securities Corp. with regard to the Fund.



SALES CHARGE REALLOWANCE.  For sales of shares of the Fund, the

Banks or any authorized dealer will normally receive up to 85% of

the applicable sales charge.  Any portion of the sales charge

which is not paid to the Banks or authorized dealers will be

retained by the distributor.  However, the distributor will,

periodically, uniformly offer to pay additional amounts in the

form of cash or promotional incentives consisting of trips to

sales seminars at luxury resorts, tickets or other such items, to

all dealers selling shares of the Fund.  Such payments, all or a

portion of which may be paid from the sales charge it normally

retains or any other source available to it, will be predicated

upon the amount of shares of the Fund that are sold by the

dealer.



The sales charge for shares sold other than through the Banks or

authorized dealers will be retained by the distributor.  The

distributor may pay fees to the Banks out of the sales charge in

exchange for sales and/or administrative services performed on

behalf of the Banks' customers in connection with the initiation

of customer accounts and purchases of Fund shares.



REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares

through:



. quantity discounts and accumulated purchases;



. signing a 13-month letter of intent;



. using the reinvestment privilege; or



. concurrent purchases.



QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the

table above, larger purchases reduce the sales charge paid.  The

Fund will combine purchases made on the same day by the investor,

his spouse, and his children under age 21 when it calculates the

sales charge.  In addition, the sales charge, if applicable, is

reduced for purchases made at one time by a trustee or fiduciary

for a single trust estate or a single fiduciary account.



If an additional purchase of Fund shares is made, the Fund will

consider the previous purchase still invested in the Fund.  For

example, if a shareholder already owns shares having a current

value at the public offering price of $90,000 and he purchases

$10,000 more at the current public offering price, the sales

charge on the additional purchase according to the schedule now

in effect would be 1.75%, not 2.00%.



To receive the sales charge reduction, Federated Securities Corp.

must be notified by the shareholder in writing or by the Banks at

the time the purchase is made that Fund shares are already owned

or that purchases are being combined.  The Fund will reduce the

sales charge after it confirms the purchases.



LETTER OF INTENT.  If a shareholder intends to purchase at least

$100,000 of shares in the funds in the Trust over the next 13

months, the sales charge may be reduced by signing a letter of

intent to that effect.  This letter includes a provision for a

sales charge adjustment depending on the amount actually

purchased within the 13-month period and a provision for the

custodian to hold 2.00% of the total amount intended to be

purchased in escrow (in shares) until such purchase is completed.



The 2.00% held in escrow will be applied to the shareholder's

account at the end of the 13-month period unless the amount

specified in the letter of intent is not purchased.  In this

event, an appropriate number of escrowed shares may be redeemed

in order to realize the difference in the sales charge.



This letter of intent will not obligate the shareholder to

purchase shares, but if he does, each purchase during the period

will be at the sales charge applicable to the total amount

intended to be purchased.  This letter may be dated as of a prior

date to include any purchases made within the past 90 days.



REINVESTMENT PRIVILEGE.  If shares in the Fund have been

redeemed, the shareholder has a one-time right, within 30 days,

to reinvest the redemption proceeds at the next-determined net

asset value without any sales charge.  Federated Securities Corp.

must be notified by the shareholder in writing or by the Banks of

the reinvestment in order to eliminate a sales charge.  If the

shareholder redeems his shares in the Fund, there may be tax

consequences.



CONCURRENT PURCHASES.  For purposes of qualifying for a sales

charge reduction, a shareholder has the privilege of combining

concurrent purchases of two or more funds in the Trust, the

purchase price of which includes a sales charge.  For example, if

a shareholder concurrently invested $30,000 in one of the other

funds in the Trust with a sales charge and $70,000 in this Fund,

the sales charge would be reduced.



To receive this sales charge reduction, Federated Securities

Corp. must be notified by the shareholder in writing or by the

Banks at the time the concurrent purchases are made.  The Fund

will reduce the sales charge after it confirms the purchases.



SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, shareholders may add to their

investment on a regular basis in a minimum amount of $100.  Under

this program, funds may be automatically withdrawn periodically

from the shareholder's checking account and invested in Fund

shares.  A shareholder may apply for participation in this

program through the Banks.



CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company

maintains a share account for each shareholder.  Share

certificates are not issued unless requested by contacting the

Fund.



Detailed confirmations of each purchase or redemption are sent to

each shareholder.  Quarterly confirmations are sent to report

dividends paid during the quarter.



DIVIDENDS AND DISTRIBUTIONS

Dividends are declared quarterly and paid quarterly.

Distribution of any realized long-term capital gains will be made

at least once every twelve months.  Dividends are automatically

reinvested in additional shares of the Fund on payment dates at

the ex-dividend date's net asset value without a sales charge,

unless cash payments are requested by writing to the Fund or the

Banks, as appropriate.



EXCHANGING SECURITIES FOR FUND SHARES

Investors may exchange certain securities or a combination of

certain securities and cash for Fund shares.  The Fund reserves

the right to determine the acceptability of securities to be

exchanged.  On the day securities are accepted by the Fund, they

are valued in the same manner as the Fund values its assets

unless such securities are to be acquired in a bona fide

reorganization, statutory merger, or similar transaction. Such

securities must meet the investment objective and policies of the

Fund, must be liquid and must not be subject to restrictions on

resale.  Investors wishing to exchange securities should first

contact the Banks.



EXCHANGE PRIVILEGE



DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor

Series.  Shareholders in the Fund have easy access to the other

portfolios of DG Investor Series.



EXCHANGING SHARES

Shareholders of the Fund may exchange shares of the Fund for

shares of the other funds in DG Investor Series.  In addition,

shares of the Fund may also be exchanged for certain other funds

distributed by Federated Securities Corp. that are not advised by

the Banks ("Federated Funds").  For further information on the

availability of Federated Funds for exchanges, please call

Deposit Guaranty National Bank at (800) 748-8500 or Commercial

National Bank at (800) 274-1907.  Shares of funds with a sales

charge may be exchanged at net asset value for shares of other

funds with an equal sales charge or no sales charge.  Shares of

the funds with no sales charge acquired by direct purchase or

reinvestment of dividends on such shares may be exchanged for

shares of funds with a sales charge at net asset value plus the

applicable sales charge.



When an exchange is made from a fund with a sales charge to a

fund with no sales charge, the shares exchanged and additional

shares which have been purchased by reinvesting dividends on such

shares retain the character of the exchanged shares for purposes

of exercising further exchange privileges; thus, an exchange of

such shares for shares of a fund with a sales charge would be at

net asset value.



Prior to any exchange, the shareholder must receive a copy of the

current prospectus of the fund into which an exchange is to be

effected.



The exchange privilege is available to shareholders residing in

any state in which the fund shares being acquired may legally be

sold.  Upon receipt of proper instructions and all necessary

supporting documents, shares submitted for exchange will be

redeemed at the next-determined net asset value.  Written

exchange instructions may require a signature guarantee.

Exercise of this privilege is treated

as a sale for federal income tax purposes and, depending on the

circumstances, a short or long-term capital gain or loss may be

realized.  The exchange privilege may be terminated at any time.

Shareholders will be notified of the termination of the exchange

privilege.  A shareholder may obtain further information on the

exchange privilege by calling the Banks.  Telephone exchange

instructions may be recorded.  If reasonable procedures are not

followed by the Fund, it may be liable for losses due to

unauthorized or fraudulent telephone instructions.



REDEEMING SHARES

Shares are redeemed at their net asset value next determined

after the Banks receive the redemption request.  Redemptions will

be made on days on which the Fund computes its net asset value.

Redemption requests cannot be executed on days on which the New

York Stock Exchange is closed or on Federal holidays when wire

transfers are restricted.  Requests for redemption can be made by

telephone or by mail.



THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the

Banks may redeem shares of the Fund by calling Deposit Guaranty

National Bank at (800) 748-8500 or Commercial National Bank at

(800) 274-1907.  For orders received before 4:00 p.m. (Eastern

time), proceeds will normally be wired the next day to the

shareholder's account at the Banks or a check will be sent to the

address of record.  In no event will proceeds be sent more than

seven days after a proper request for redemption has been

received.  An authorization form permitting the Fund to accept

telephone requests must first be completed.  Authorization forms

and information on this service are available from the Banks.

Telephone redemption instructions may be recorded.  If reasonable

procedures are not followed by the Fund, it may be liable for

losses due to unauthorized or fraudulent telephone instructions.



In the event of drastic economic or market changes, a shareholder

may experience difficulty in redeeming by telephone.  If such a

case should occur, another method of redemption should be

utilized, such as a written request to Federated Services Company

or the Banks.



If at any time the Fund shall determine it necessary to terminate

or modify this method of redemption, shareholders would be

promptly notified.



BY MAIL.  Any shareholder may redeem Fund shares by sending a

written request to the Banks.  The written request should include

the shareholder's name, the Fund name, the account number, and

the share or dollar amount requested, and should be signed

exactly as the shares are registered.  If share certificates have

been issued, they must be properly endorsed and should be sent by

registered or certified mail with the written request.

Shareholders should call the Banks for assistance in redeeming by

mail.



SIGNATURES.  Shareholders requesting a redemption of $50,000 or

more, a redemption of any amount to be sent to an address other

than on record with the Fund, or a redemption payable other than

to the shareholder of record must have signatures on written

redemption requests guaranteed by:



. a trust company or commercial bank whose deposits are insured

  by the Bank Insurance Fund, which is administered by the

  Federal Deposit Insurance Corporation ("FDIC");



. a member of the New York, American, Boston, Midwest, or

  Pacific Stock Exchange;



. a savings bank or savings and loan association whose deposits

  are insured by the Savings Association Insurance Fund, which

  is administered by the FDIC; or



. any other "eligible guarantor institution," as defined in the

  Securities Exchange Act of 1934.



The Fund does not accept signatures guaranteed by a notary

public.



The Fund and Federated Services Company have adopted standards

for accepting signature guarantees from the above institutions.

The Fund may elect in the future to limit eligible signature

guarantors to institutions that are members of a signature

guarantee program.  The Fund and Federated Services Company

reserve the right to amend these standards at any time without

notice.



Normally, a check for the proceeds is mailed within one business

day, but in no event more than seven days, after receipt of a

proper written redemption request.



SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined

amount may take advantage of the Systematic Withdrawal Program.

Under this program, Fund shares are redeemed to provide for

periodic withdrawal payments in an amount directed by the

shareholder.  Depending upon the amount of the withdrawal

payments and the amount of dividends paid with respect to Fund

shares, redemptions may reduce, and eventually deplete, the

shareholder's investment in the Fund.  For this reason, payments

under this program should not be considered as yield or income on

the shareholder's investment in the Fund.  To be eligible to

participate in this program, a shareholder must have an account

value of at least $10,000.  A shareholder may apply for

participation in this program through the Banks.  Due to the fact

that shares are sold with a sales charge, it is not advisable for

shareholders to be purchasing shares of the Fund while

participating in this program.



ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances,

the Fund may redeem shares in any account and pay the proceeds to

the shareholder if the account balance falls below a required

minimum value of $1,000 due to shareholder redemptions.  This

requirement does not apply, however, if the balance falls below

$1,000 because of changes in the Fund's net asset value.



Before shares are redeemed to close an account, the shareholder

is notified in writing and allowed 30 days to purchase additional

shares to meet the minimum requirement.



SHAREHOLDER INFORMATION



VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee

elections and other matters submitted to shareholders of the Fund

for vote.  All shares of all classes of each Fund in the Trust

have equal voting rights, except that in matters affecting only a

particular Fund or class, only shareholders of that Fund or class

are entitled to vote.  As a Massachusetts business trust, the

Trust is not required to hold annual shareholder meetings.

Shareholder approval will be sought only for certain changes in

the Trust or Fund's operation and for the election of Trustees

under certain circumstances.



Trustees may be removed by the shareholders at a special meeting.

A special meeting of the shareholders for this purpose shall be

called by the Trustees upon the written request of shareholders

owning at least 10% of all shares of the Trust entitled to vote.



MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally

liable as partners under Massachusetts law for acts or

obligations of the Trust.  To protect shareholders, the Trust has

filed legal documents with Massachusetts that expressly disclaim

the liability of shareholders for such acts or obligations of the

Trust.  These documents require notice of this disclaimer to be

given in each agreement, obligation, or instrument the Trust or

its Trustees enter into or sign.



In the unlikely event a shareholder is held personally liable for

the Trust's obligations, the Trust is required by the Declaration

of Trust to use its property to protect or compensate the

shareholder.  On request, the Trust will defend any claim made

and pay any judgment against a shareholder for any act or

obligation of the Trust.  Therefore, financial loss resulting

from liability as a shareholder will occur only if the Trust

itself cannot meet its obligations to indemnify shareholders and

pay judgments against them from its assets.



EFFECT OF BANKING LAWS

The Glass-Steagall Act and other banking laws and regulations

presently prohibit a bank holding company registered under the

Bank Holding Company Act of 1956 or any bank or non-bank

affiliate thereof from sponsoring, organizing or controlling a

registered, open-end investment company continuously engaged in

the issuance of its shares, and from issuing, underwriting, or

distributing securities in general.  Such laws and regulations do

not prohibit such a holding company or bank or non-bank affiliate

from acting as investment adviser, transfer agent or custodian to

such an investment company or from purchasing shares of such a

company as agent for and upon the order of their customer.  The

Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank

and Commercial National Bank, respectively, are subject to such

banking laws and regulations.



The Banks believe, based on the advice of counsel, that they may

perform the investment advisory services for the Fund

contemplated by the advisory agreement with the Trust and the sub-

advisory agreement between the Banks without violating the Glass-

Steagall Act or other applicable banking laws or regulations.

Such counsel has pointed out, however, that changes in either

federal or state statutes and regulations relating to the

permissible activities of banks and their subsidiaries or

affiliates, as well as further judicial or administrative

decisions or interpretations of present or future statutes and

regulations, could prevent the Banks from continuing to perform

all or a part of the above services for their customers and/or

the Fund.  In such event, changes in the operation of the Fund

may occur, including the possible alteration or termination of

any automatic or other Fund share investment and redemption

services then being provided by the Banks, and the Trustees would

consider alternative investment advisers and other means of

continuing available investment services.  It is not expected

that Fund shareholders would suffer any adverse financial

consequences (if another adviser and/or sub-adviser with

equivalent abilities to Deposit Guaranty National Bank and/or

Commercial National Bank are found) as a result of any of these

occurrences.



TAX INFORMATION



FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to

meet requirements of the Internal Revenue Code applicable to

regulated investment companies and to receive the special tax

treatment afforded to such companies.



The Fund will be treated as a single, separate entity for federal

income tax purposes so that income (including capital gains) and

losses realized by the Trust's other portfolios, if any, will not

be combined for tax purposes with those realized by the Fund.



Unless otherwise exempt, shareholders are required to pay federal

income tax on any dividends and other distributions received.

This applies whether dividends are received in cash or as

additional shares.  The Fund will provide detailed tax

information for reporting purposes.



Shareholders are urged to consult their own tax advisers

regarding the status of their account under state and local tax

laws.



PERFORMANCE INFORMATION

From time to time the Fund advertises its total return and yield.



Total return represents the change over a specified period of

time in the value of an investment in the Fund after reinvesting

all income and capital gains distributions.  It is calculated by

dividing that change by the initial investment and is expressed

as a percentage.



The yield of the Fund is calculated by dividing the net

investment income per share (as defined by the Securities and

Exchange Commission) earned by the Fund over a thirty-day period

by the maximum offering price per share of the Fund on the last

day of the period.  This number is then annualized using semi-

annual compounding.  The yield does not necessarily reflect

income actually earned by the Fund and, therefore, may not

correlate to the dividends or other distributions paid to

shareholders.



The performance information reflects the effect of the maximum

sales load which, if excluded, would increase the total return

and yield.



From time to time, the Fund may advertise its performance using

certain financial publications and/or compare its performance to

certain indices.



ADDRESSES

DG Opportunity Fund                Federated Investors Tower
                                   Pittsburgh, Pennsylvania
                                     15222-3779

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

Investment Adviser
Deposit Guaranty National Bank     P.O. Box 23100
                                   Jackson, Mississippi
                                     39225-3100

Sub-Adviser
Commercial National Bank           P.O. Box 21119
                                   Shreveport, Louisiana
                                     71152

Custodian
State Street Bank and Trust Company     P.O. Box 1713
                                   Boston, Massachusetts
                                     02105

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

Legal Counsel
Houston, Houston & Donnelly        2510 Centre City Tower
                                   Pittsburgh, Pennsylvania
                                     15222

Legal Counsel
Dickstein, Shapiro & Morin         2101 L Street, N.W.
                                   Washington, DC
                                     20037

Independent Auditors
KPMG Peat Marwick                  One Mellon Bank Center
                                   Pittsburgh, Pennsylvania
                                     15219
                                      DG OPPORTUNITY FUND
                                      PROSPECTUS
                                      
                                      A Diversified Portfolio of
                                      DG Investor Series, an
                                      Open-End, Management
                                      Investment Company
                                      
                                      DEPOSIT GUARANTY NATIONAL
                                      BANK
                                      Jackson, Mississippi
                                      
                                      COMMERCIAL NATIONAL BANK
                                      Shreveport, Louisiana
                                      
                                      
                                      July ____, 1994
                                      

FEDERATED SECURITIES CORP.

(LOGO)

Distributor

FEDERATED INVESTORS TOWER

PITTSBURGH, PA 15222-3779


________ (7/94)



DG OPPORTUNITY FUND

(A PORTFOLIO OF DG INVESTOR SERIES)

STATEMENT OF ADDITIONAL INFORMATION



This Statement of Additional Information should be read with the

prospectus for DG Opportunity Fund (the "Fund") dated July ___,

1994.  This Statement is not a prospectus itself.  To receive a

copy of the prospectus, write or call the Fund.



FEDERATED INVESTORS TOWER



PITTSBURGH, PA 15222-3779





                         Statement dated July___, 1994



FEDERATED SECURITIES CORP.

(LOGO)



Distributor



A subsidiary of FEDERATED INVESTORS



TABLE OF CONTENTS

GENERAL INFORMATION ABOUT THE FUND

INVESTMENT OBJECTIVE AND POLICIES
  Types of Investments
  Futures and Options Transactions
  Futures Contracts
  Put Options on Financial Futures Contracts
  Call Options on Financial Futures Contracts
  "Margin" in Futures Transactions
  Purchasing Put Options on Portfolio Securities
  Writing Covered Call Options on
   Portfolio Securities
  Corporate Debt Securities
  Repurchase Agreements
  Reverse Repurchase Agreements
  When-Issued and Delayed Delivery Transactions
  Lending of Portfolio Securities
  Investment Limitations
  
DG INVESTOR SERIES MANAGEMENT
  Officers and Trustees
  The Funds
  Fund Ownership
  Trustee Liability
  
INVESTMENT ADVISORY SERVICES
  Adviser to the Fund
  Advisory Fees
  Sub-Adviser to the Fund
  Sub-Advisory Fees
  
ADMINISTRATIVE SERVICES

BROKERAGE TRANSACTIONS

PURCHASING SHARES
  Distribution Plan
  Conversion to Federal Funds
  
DETERMINING NET ASSET VALUE
  Determining Market Value of Securities

EXCHANGE PRIVILEGE
  Requirements for Exchange
  Making an Exchange
  
REDEEMING SHARES
  Redemption in Kind
  
TAX STATUS
  The Fund's Tax Status
  Shareholders' Tax Status

TOTAL RETURN

YIELD

PERFORMANCE COMPARISONS

APPENDIX

GENERAL INFORMATION ABOUT THE FUND

The Fund is a portfolio in DG Investor Series (the "Trust") which

was established as a Massachusetts business trust under a

Declaration of Trust dated February 7, 1992.



INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to provide capital

appreciation.  The investment objective cannot be changed without

approval of shareholders.



Unless otherwise indicated, the investment policies described

below may be changed by the Board of Trustees (the "Trustees")

without shareholder approval.  Shareholders will be notified

before any material change in these policies becomes effective.



TYPES OF INVESTMENTS

Acceptable investments include, among other investments,  common

stocks, preferred stocks, convertible securities, zero coupon

convertible securities, money market instruments, corporate

bonds, notes, and put options on stocks.



CONVERTIBLE SECURITIES

Convertible securities are fixed income securities which may be

exchanged or converted into a predetermined number of the

issuer's underlying common stock at the option of the holder

during a specified time period. Convertible securities may take

the form of convertible preferred stock, convertible bonds or

debentures, units consisting of "usable" bonds and warrants, or a

combination of the features of several of these securities.  The

investment characteristics of each convertible security vary

widely, which allows convertible securities to be employed for

different investment objectives.



The Fund will exchange or convert the convertible securities held

in its portfolio into shares of the underlying common stock in

instances in which, in the investment adviser's opinion, the

investment characteristics of the underlying common shares will

assist the Fund in achieving its investment objective.

Otherwise, the Fund may hold or trade convertible securities.  In

selecting convertible securities for the Fund, the Fund's adviser

evaluates the investment characteristics of the convertible

security as a fixed income instrument and the investment

potential of the underlying equity security for capital

appreciation.  In evaluating these matters with respect to a

particular convertible security, the Fund's adviser considers

numerous factors, including the economic and political outlook,

the value of the security relative to other investment

alternatives, trends in the determinants of the issuer's profits,

and the issuer's management capability and practices.



ZERO COUPON CONVERTIBLE SECURITIES

Zero coupon convertible securities are debt securities which are

issued at a discount to their face amount and do not entitle the

holder to any periodic payments of interest prior to maturity.

Rather, interest earned on zero coupon convertible securities

accretes at a stated yield until the security reaches its face

amount at maturity.  Zero coupon convertible securities are

convertible into a specific number of shares of the issuer's

common stock.  In addition, zero coupon convertible securities

usually have put features that provide the holder with the

opportunity to put the bonds back to the issuer at a stated price

before maturity. Generally, the prices of zero coupon convertible

securities may be more sensitive to market interest rate

fluctuations than conventional convertible securities.



Federal income tax law requires the holder of a zero coupon

convertible security to recognize income with respect to the

security prior to the receipt of cash payments.  To maintain its

qualification as a regulated investment company and avoid

liability of federal income taxes, the Fund will be required to

distribute income accrued with respect to zero coupon convertible

securities which it owns, and may have to sell portfolio

securities (perhaps at disadvantageous times) in order to

generate cash to satisfy these distribution requirements.



MONEY MARKET INSTRUMENTS

The Fund may invest in money market instruments of domestic and

foreign banks and savings and loans if they have capital,

surplus, and undivided profits of over $100,000,000, or if the

principal amount of the instrument is insured in full by the Bank

Insurance Fund or the Savings Association Insurance Fund, both of

which are administered by the Federal Deposit Insurance

Corporation.



WARRANTS

Warrants are basically options to purchase common stock at a

specific price (usually at a premium above the market value of

the optioned common stock at issuance) valid for a specific

period of time.  Warrants may have a life ranging from less than

a year to twenty years or may be perpetual. However, most

warrants have expiration dates after which they are worthless.

In addition, if the market price of the common stock does not

exceed the warrant's exercise price during the life of the

warrant, the warrant will expire as worthless.  Warrants have no

voting rights, pay no dividends, and have no rights with respect

to the assets of the corporation issuing them.  The percentage

increase or decrease in the market price of the warrant may tend

to be greater than the percentage increase or decrease in the

market price of the optioned common stock.



FUTURES AND OPTIONS TRANSACTIONS

As a means of reducing fluctuations in the net asset value of

shares of the Fund, the Fund may attempt to hedge all or a

portion of its portfolio by buying and selling financial futures

and stock index futures contracts, buying put options on

portfolio securities and listed put options on futures contracts,

and writing call options on futures contracts.  The Fund may also

write covered call options on portfolio securities to attempt to

increase its current income.  The Fund will maintain its

positions in securities, option rights, and segregated cash

subject to puts and calls until the options are exercised,

closed, or have expired.  An option position on financial futures

contracts may be closed out only on an exchange which provides a

secondary market from options of the same series.



FUTURES CONTRACTS

A futures contract is a firm commitment between the seller, who

agrees to make delivery of the specific type of security called

for in the contract ("going short"), and the buyer, who agrees to

take delivery of the security ("going long") at a certain time in

the future.



When the Fund purchases futures contracts, an amount of cash and

cash equivalents, equal to the underlying commodity value of the

futures contracts (less any related margin deposits), will be

deposited in a segregated account with the Fund's custodian (or

the broker, if legally permitted) to collateralize the position

and thereby insure that the use of such futures contract is

unleveraged.



Financial futures contracts call for the delivery of particular

debt instruments at a certain time in the future.  The seller of

the contract agrees to make delivery of the type of instrument

called for in the contract and the buyer agrees to take delivery

of the instrument at the specified future time.



Stock index futures contracts are based on indexes that reflect

the market value of common stock of the firms included in the

indexes.  An index futures contract is an agreement pursuant to

which two parties agree to take or make delivery of an amount of

cash equal to the differences between the value of the index at

the close of the last trading day of the contract and the price

at which the index contract was originally written.



PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS

The Fund may purchase listed put options on financial futures

contracts.  Unlike entering directly into a futures contract,

which requires the purchaser to buy a financial instrument on a

set date at a specified price, the purchase of a put option on a

futures contract entitles (but does not obligate) its purchaser

to decide on or before a future date whether to assume a short

position at the specified price.



Generally, if the hedged portfolio securities decrease in value

during the term of an option, the related futures contracts will

also decrease in value and the option will increase in value.  In

such an event, the Fund will normally close out its option by

selling an identical option.  If the hedge is successful, the

proceeds received by the Fund upon the sale of the second option

will be large enough to offset both the premium paid by the Fund

for the original option plus the decrease in value of the hedged

securities.



Alternatively, the Fund may exercise its put option to close out

the position. To do so, it would simultaneously enter into a

futures contract of the type underlying the option (for a price

less than the strike price of the option) and exercise the

option.  The Fund would then deliver the futures contract in

return for payment of the strike price.  If the Fund neither

closes out nor exercises an option, the option will expire on the

date provided in the option contract, and only the premium paid

for the contract will be lost.



CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

In addition to purchasing put options on futures, the Fund may

write listed call options on futures contracts to hedge its

portfolio.  When the Fund writes a call option on a futures

contract, it is undertaking the obligation of assuming a short

futures position (selling a futures contract) at the fixed strike

price at any time during the life of the option if the option is

exercised.  As stock prices fall, causing the prices of futures

to go down, the Fund's obligation under a call option on a future

(to sell a futures contract) costs less to fulfill, causing the

value of the Fund's call option position to increase.



In other words, as the underlying futures price goes down below

the strike price, the buyer of the option has no reason to

exercise the call, so that the Fund keeps the premium received

for the option.  This premium can substantially offset the drop

in value of the Fund's fixed income or indexed portfolio which is

occurring as interest rates rise.



Prior to the expiration of a call written by the Fund, or

exercise of it by the buyer, the Fund may close out the option by

buying an identical option.  If the hedge is successful, the cost

of the second option will be less than the premium received by

the Fund for the initial option.  The net premium income of the

Fund will then substantially offset the decrease in value of the

hedged securities.



The Fund will not maintain open positions in futures contracts it

has sold or call options it has written on futures contracts if,

in the aggregate, the value of the open positions (marked to

market) exceeds the current market value of its securities

portfolio plus or minus the unrealized gain or loss on those open

positions, adjusted for the correlation of volatility between the

hedged securities and the futures contracts.  If this limitation

is exceeded at any time, the Fund will take prompt action to

close out a sufficient number of open contracts to bring its open

futures and options positions within this limitation.



"MARGIN" IN FUTURES TRANSACTIONS

Unlike the purchase or sale of a security, the Fund does not pay

or receive money upon the purchase or sale of a futures contract.

Rather, the Fund is required to deposit an amount of "initial

margin" in cash or U.S. Treasury bills with its custodian (or the

broker, if legally permitted).  The nature of initial margin in

futures transactions is different from that of margin in

securities transactions in that initial margin in futures

transactions does not involve the borrowing of funds by the Fund

to finance the transactions.  Initial margin is in the nature of

a performance bond or good faith deposit on the contract which is

returned to the Fund upon termination of the futures contract,

assuming all contractual obligations have been satisfied.



A futures contract held by the Fund is valued daily at the

official settlement price of the exchange on which it is traded.

Each day the Fund pays or receives cash, called "variation

margin," equal to the daily change in value of the futures

contract.  This process is known as "marking to market."

Variation margin does not represent a borrowing or loan by the

Fund but is instead settlement between the Fund and the broker of

the amount one would owe the other if the futures contract

expired.  In computing its daily net asset value, the Fund will

mark to market its open futures positions.



The Fund is also required to deposit and maintain margin when it

writes call options on futures contracts.



PURCHASING PUT OPTIONS ON PORTFOLIO SECURITIES

The Fund may purchase put options on portfolio securities to

protect against price movements in particular securities in its

portfolio.  A put option gives the Fund, in return for a premium,

the right to sell the underlying security to the writer (seller)

at a specified price during the term of the option.



WRITING COVERED CALL OPTIONS ON PORTFOLIO SECURITIES

The Fund may also write covered call options to generate income.

As writer of a call option, the Fund has the obligation upon

exercise of the option during the option period to deliver the

underlying security upon payment of the exercise price.  The Fund

may only sell call options either on securities held in its

portfolio or on securities which it has the right to obtain

without payment of further consideration (or has segregated cash

in the amount of any additional consideration).



CORPORATE DEBT SECURITIES

Corporate debt securities may bear fixed, fixed and contingent,

or variable rates of interest.  They may involve equity features

such as conversion or exchange rights, warrants for the

acquisition of common stock of the same or different issuer,

participations based on revenues, sales, or profits, or the

purchase of common stock in a unit transaction (where corporate

debt securities and common stock are offered as a unit).



REPURCHASE AGREEMENTS

The Fund or its custodian will take possession of the securities

subject to repurchase agreements and these securities will be

marked to market daily.  To the extent that the original seller

does not repurchase the securities from the Fund, the Fund could

receive less than the repurchase price on any sale of such

securities.  In the event that such a defaulting seller filed for

bankruptcy or became insolvent, disposition of such securities by

the Fund might be delayed pending court action.  The Fund

believes that under the regular procedures normally in effect for

custody of the Fund's portfolio securities subject to repurchase

agreements, a court of competent jurisdiction would rule in favor

of the Fund and allow retention or disposition of such

securities.  The Fund will only enter into repurchase agreements

with banks and other recognized financial institutions, such as

broker/dealers, which are found by the Fund's adviser to be

creditworthy pursuant to guidelines established by the Board of

Trustees ("Trustees").



REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements.

These transactions are similar to borrowing cash.  In a reverse

repurchase agreement, the Fund transfers possession of a

portfolio instrument to another person, such as a financial

institution, broker, or dealer, in return for a percentage of the

instrument's market value in cash, and agrees that on a

stipulated date in the future the Fund will repurchase the

portfolio instrument by remitting the original consideration plus

interest at an agreed upon rate.



When effecting reverse repurchase agreements, liquid assets of

the Fund, in a dollar amount sufficient to make payment for the

obligations to be purchased, are segregated at the trade date.

These securities are marked to market daily and maintained until

the transaction is settled.



The use of reverse repurchase agreements may enable the Fund to

avoid selling portfolio instruments at a time when a sale may be

deemed to be disadvantageous, but the ability to enter into

reverse repurchase agreements does not ensure that the Fund will

be able to avoid selling portfolio instruments at a

disadvantageous time.



WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are arrangements in which the Fund purchases

securities with payment and delivery scheduled for a future time.

The Fund engages in when-issued and delayed delivery transactions

only for the purpose of acquiring portfolio securities consistent

with the Fund's investment objectives and policies, not for

investment leverage.



These transactions are made to secure what is considered to be an

advantageous price and yield for the Fund.  Settlement dates may

be a month or more after entering into these transactions, and

the market values of the securities purchased may vary from the

purchase prices.



No fees or other expenses, other than normal transaction costs,

are incurred. However, liquid assets of the Fund sufficient to

make payment for the securities to be purchased are segregated at

the trade date.  These securities are marked to market daily and

maintained until the transaction is settled.  The Fund may engage

in these transactions to an extent that would cause the

segregation of an amount up to 20% of the total value of the

assets.



During the current year, the Fund does not anticipate investing

more than 10% of its total assets in when-issued and delayed

delivery transactions.



LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities

must be valued daily and, should the market value of the loaned

securities increase, the borrower must furnish additional

collateral to the Fund.  During the time portfolio securities are

on loan, the borrower pays the Fund any dividends or interest

paid on such securities.  Loans are subject to termination at the

option of the Fund or the borrower.  The Fund may pay reasonable

administrative and custodial fees in connection with a loan and

may pay a negotiated portion of the interest earned on the cash

or equivalent collateral to the borrower or placing broker.



INVESTMENT LIMITATIONS



SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any

securities on margin, but may obtain such short-term credits as

may be necessary for clearance of purchases and sales of

portfolio securities.  The deposit or payment by the Fund of

initial or variation margin in connection with financial futures

contracts or related options transactions is not considered the

purchase of a security on margin.



ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities except that the Fund

may borrow money directly or through reverse repurchase

agreements as a temporary measure for extraordinary or emergency

purposes and then only in amounts not in excess of one-third of

the value of its total assets; provided that, while borrowings

exceed 5% of the Fund's total assets, any such borrowings will be

repaid before additional investments are made.  The Fund will not

borrow money or engage in reverse repurchase agreements for

investment leverage purposes.



CONCENTRATION OF INVESTMENTS

The Fund will not purchase securities if, as a result of such

purchase, 25% or more of the value of its total assets would be

invested in any one industry.  However, the Fund may at times

invest 25% or more of the value of its total assets in securities

issued or guaranteed by the U.S. government, its agencies or

instrumentalities.



INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities, commodity

contracts, or commodity futures contracts except that the Fund

may purchase and sell financial futures and stock index futures

contracts and related options.



INVESTING IN REAL ESTATE

The Fund will not purchase or sell real estate, including limited

partnership interests in real estate, although it may invest in

securities secured by real estate or interests in real estate.



LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except portfolio

securities and except that it may purchase or hold corporate or

government bonds, debentures, notes, certificates of indebtedness

or other debt securities of an issuer, repurchase agreements, or

other transactions which are permitted by the Fund's investment

objective and policies or the Trust's Declaration of Trust.



UNDERWRITING

The Fund will not underwrite any issue of securities, except as

it may be deemed to be an underwriter under the Securities Act of

1933 in connection with the sale of securities in accordance with

its investment objective, policies, and limitations.



PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets

except to secure permitted borrowings.  In those cases, it may

pledge assets having a market value not exceeding the lesser of

the dollar amounts borrowed or 15% of the value of total assets

at the time of the pledge.  For purposes of this limitation, the

following are not deemed to be pledges: margin deposits for the

purchase and sale of financial futures contracts and related

options, and segregation or collateral arrangements made in

connection with options activities or the purchase of securities

on a when-issued basis.



DIVERSIFICATION OF INVESTMENTS

With respect to 75% of the value of its assets, the Fund will not

purchase the securities of any issuer (other than cash, cash

items, or securities issued or guaranteed by the U.S. government,

its agencies or instrumentalities) if, as a result, more than 5%

of the value of its total assets would be invested in the

securities of that issuer, or if it would own more than 10% of

the outstanding voting securities of that issuer.



The above investment limitations cannot be changed without

shareholder approval. The following limitations, however, may be

changed by the Trustees without shareholder approval.

Shareholders will be notified before any material changes in

these limitations become effective.



RESTRICTED SECURITIES

The Fund will not invest more than 5% of the value of its total

assets in securities subject to restrictions on resale under the

Securities Act of 1933, except for certain restricted securities

which meet the criteria for liquidity as established by the

Trustees.



INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 15% of the value of its net

assets in illiquid securities, including repurchase agreements

providing for settlement more than seven days after notice, over-

the-counter options, and certain restricted securities not

determined by the Trustees to be liquid.



INVESTING IN MINERALS

The Fund will not purchase interests in oil, gas, other mineral

exploration or development programs, or leases, although it may

purchase the publicly traded securities of companies engaging in

such activities.



INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND

TRUSTEES OF THE TRUST

The Fund will not purchase or retain the securities of any issuer

if the officers and Trustees of the Trust or its investment

adviser owning individually more than 1/2 of 1% of the issuer's

securities together own more than 5% of the issuer's securities.



INVESTING IN NEW ISSUERS

The Fund will not invest more than 5% of the value of its total

assets in securities of issuers which have records of less than

three years of continuous operations, including the operation of

any predecessor.



INVESTING IN WARRANTS

The Fund will not invest more than 5% of its net assets in

warrants, including those acquired in units or attached to other

securities.  To comply with certain state restrictions, the Fund

will limit its investment in such warrants not listed on the New

York or American Stock Exchange to 2% of its net assets.  (If

state restrictions change, this latter restriction may be revised

without notice to shareholders.) For purposes of this investment

restriction, warrants acquired by the Fund in units or attached

to securities may be deemed to be without value.



ARBITRAGE TRANSACTIONS

The Fund will not enter into transactions for the purpose of

engaging in arbitrage.



INVESTING IN PUT OPTIONS

The Fund will not purchase put options on securities, unless the

securities are held in the Fund's portfolio and not more than 5%

of the value of the Fund's total assets would be invested in

premiums on open put option positions.



INVESTING TO EXERCISE CONTROL

The Fund will not purchase securities for the purpose of

exercising control over the issuer of securities.



WRITING COVERED CALL OPTIONS

The Fund will not write call options on securities unless the

securities are held in the Fund's portfolio or unless the Fund is

entitled to them in deliverable form without further payment or

after segregating cash in the amount of any further payment.



Except with respect to borrowing money, if a percentage

limitation is adhered to at the time of investment, a later

increase or decrease in percentage resulting from any change in

value or net assets will not result in a violation of such

restriction.



For the purposes of its policies and limitations, the Fund

considers certificates of deposit and demand and time deposits

issued by a U.S. branch of a domestic bank or savings and loan

having capital, surplus, and undivided profits in excess of

$100,000,000 at the time of investment to be "cash items."



DG INVESTOR SERIES MANAGEMENT



OFFICERS AND TRUSTEES

Officers and Trustees are listed with their addresses, principal

occupations, and present positions, including any affiliation

with Deposit Guaranty National Bank and Commercial National Bank,

Federated Investors, Federated Securities Corp., and Federated

Administrative Services and the Funds (as defined below).



                        POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS        THE TRUST     DURING PAST FIVE YEARS

John F. Donahue+*       Chairman and  Chairman and Trustee,
Federated
Federated Investors     Trustee       Investors; Chairman and
Trustee,
  Tower                               Federated Advisers, Federated
Pittsburgh, PA                        Management, and Federated
                                      Research; Director, AEtna
                                      Life and Casualty Company;
                                      Chief Executive Officer and
                                      Director, Trustee, or
                                      Managing General Partner of
                                      the Funds; formerly,
                                      Director, The Standard Fire
                                      Insurance Company. Mr.
                                      Donahue is the father of J.
                                      Christopher Donahue, Vice
                                      President of the Trust.

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

William J. Copeland     Trustee       Director and Member of the
One PNC Plaza -23rd Floor               Executive Committee,
Michael
Pittsburgh, PA                        Baker, Inc.; Director,
                                      Trustee, or Managing General
                                      Partner of the Funds;
                                      formerly, Vice Chairman and
                                      Director, PNC Bank, N.A.,
                                      and PNC Bank Corp. and
                                      Director, Ryan Homes, Inc.

James E. Dowd           Trustee       Attorney-at-law; Director,
The
571 Hayward Mill Road                 Emerging Germany Fund, Inc.;
Concord, MA                           Director, Trustee, or
                                      Managing General Partner of
                                      the Funds; formerly,
                                      Director, Blue Cross of
                                      Massachusetts, Inc.
                        POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS        THE TRUST     DURING PAST FIVE YEARS


Lawrence D. Ellis, M.D. Trustee       Hematologist, Oncologist, and
3471 Fifth Avenue                     Internist, Presbyterian and
Suite 1111                            Montefiore Hospitals;
Clinical
Pittsburgh, PA                        Professor of Medicine and
                                      Trustee, University of
                                      Pittsburgh; Director,
                                      Trustee, or Managing General
                                      Partner of the Funds.

Edward L. Flaherty, Jr.+              Trustee     Attorney-at-law;
Partner, Meyer
5916 Penn Mall                        and Flaherty; Director, Eat
'N
Pittsburgh, PA                        Park Restaurants, Inc., and
                                      Statewide Settlement Agency,
                                      Inc.; Director, Trustee, or
                                      Managing General Partner of
                                      the Funds; formerly,
                                      Counsel, Horizon Financial,
                                      F.A., Western Region.

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

Gregor F. Meyer         Trustee       Attorney-at-law; Partner,
Meyer
5916 Penn Mall                        and Flaherty; Chairman,
Meritcare,
Pittsburgh, PA                        Inc.; Director, Eat 'N Park
                                      Restaurants, Inc.; Director,
                                      Trustee, or Managing General
                                      Partner of the Funds;
                                      formerly, Vice Chairman,
                                      Horizon Financial, F.A.

                        POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS        THE TRUST     DURING PAST FIVE YEARS

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

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

Edward C. Gonzales*     President,    Vice President, Treasurer,
and
Federated Investors     Treasurer,    Trustee, Federated Investors;
Vice
 Tower                  and Trustee   President and Treasurer,
Federated
Pittsburgh, PA                        Advisers, Federated
                                      Management, and Federated
                                      Research; Executive Vice
                                      President, Treasurer, and
                                      Director, Federated
                                      Securities Corp.; Chairman,
                                      Treasurer, and Trustee,
                                      Federated Administrative
                                      Services; Trustee or
                                      Director of some of the
                                      Funds; Vice President and
                                      Treasurer of the Funds.

                        POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS        THE TRUST     DURING PAST FIVE YEARS

J. Christopher Donahue  Vice President  President and Trustee,
Federated
Federated Investors                   Investors; Trustee, Federated
 Tower                                Advisers, Federated
Management,
Pittsburgh, PA                        and Federated Research;
                                      President and Trustee,
                                      Federated Administrative
                                      Services; President or Vice
                                      President of the Funds;
                                      Director, Trustee, or
                                      Managing General Partner of
                                      some of the Funds. Mr.
                                      Donahue is the son of John
                                      F. Donahue, Chairman and
                                      Trustee of the Trust.

Richard B. Fisher       Vice President  Executive Vice President
and
Federated Investors                   Trustee, Federated Investors;
 Tower                                Chairman and Director,
Federated
Pittsburgh, PA                        Securities Corp.; President
                                      or Vice President of the
                                      Funds; Director or Trustee
                                      of some of the Funds.

John W. McGonigle       Vice President  Vice President, Secretary,
General
Federated Investors     and Secretary Counsel, and Trustee,
Federated
 Tower                                Investors; Vice President,
Pittsburgh, PA                        Secretary, and Trustee,
                                      Federated Advisers,
                                      Federated Management, and
                                      Federated Research;
                                      Executive Vice President,
                                      Secretary, and Trustee,
                                      Federated Administrative
                                      Services; Director and
                                      Executive Vice President,
                                      Federated Securities Corp.;
                                      Vice President and Secretary
                                      of the Funds.

Charles L. Davis, Jr.   Vice President  Vice President, Federated
Federated Investors     and Assistant Administrative Services; Vice
 Tower                  Treasurer     President and Assistant
Treasurer
Pittsburgh, PA                        of some of the Funds;
                                      formerly, Vice President and
                                      Director of Investor
                                      Relations, MNC Financial,
                                      Inc., and Vice President,
                                      Product Management, MNC
                                      Financial, Inc.


                        POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS        THE TRUST     DURING PAST FIVE YEARS

John A. Staley, IV      Vice President  Vice President and Trustee,
Federated Investors                   Federated Investors;
Executive
 Tower                                Vice President,
Pittsburgh, PA                        Federated Securities Corp.;
                                      President and Trustee,
                                      Federated Advisers,
                                      Federated Management, and
                                      Federated Research; Vice
                                      President of the Funds;
                                      Director, Trustee, or
                                      Managing General Partner of
                                      some of the Funds; formerly,
                                      Vice President, The Standard
                                      Fire Insurance Company and
                                      President of its Federated
                                      Research Division.

* This Trustee is deemed to be an "interested person" of the

Trust as defined in the Investment Company Act of 1940.



+ Member of the Trust's Executive Committee.  The Executive

Committee of the Board of Trustees handles the responsibilities

of the Board of Trustees between meetings of the Board.



THE FUNDS

"The Funds" and "Funds" mean the following investment companies:
American Leaders Fund, Inc.; Annuity Management Series; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index
Trust; Federated Intermediate Government Trust; Federated Master
Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated U.S.
Government Bond Fund; First Priority Funds; Fixed Income
Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund,
Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty
Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S. Government
Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust; Mark
Twain Funds; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities
Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds;
Peachtree Funds; The Planters Funds; Portage Funds; RIMCO
Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
Signet Select Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government
Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; and World Investment Series,
Inc.

FUND OWNERSHIP

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

shares.



TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will

only be liable for their own willful defaults.  If reasonable

care has been exercised in the selection of officers, agents,

employees, or investment advisers, a Trustee shall not be liable

for any neglect or wrong doing of any such person.  However, they

are not protected against any liability to which they would

otherwise be subject by reason of willful misfeasance, bad faith,

gross negligence, or reckless disregard of the duties involved in

the conduct of their office.



INVESTMENT ADVISORY SERVICES



ADVISER TO THE FUND

The Fund's investment adviser is Deposit Guaranty National Bank

(the "Adviser"), a subsidiary of Deposit Guaranty Corp.  The

Adviser shall not be liable to the Trust, the Fund or any

shareholder of the Fund for any losses that may be sustained in

the purchase, holding, or sale of any security, or for anything

done or omitted by it, except acts or omissions involving willful

misfeasance, bad faith, gross negligence, or reckless disregard

of the duties imposed upon it by its contract with the Trust.

Because of internal controls maintained by Deposit Guaranty

National Bank to restrict the flow of non-public information,

Fund investments are typically made without any knowledge of

Deposit Guaranty National Bank's or affiliates lending

relationship with an issuer.



ADVISORY FEES

For its advisory services, the Adviser receives an annual

investment advisory fee as described in the prospectus.



SUB-ADVISER TO THE FUND

The Fund's sub-adviser is Commercial National Bank (the "Sub-

Adviser"), a subsidiary of Deposit Guaranty Corp.



SUB-ADVISORY FEES

For its sub-advisory services, the Sub-Adviser receives an annual

sub-advisory fee as described in the prospectus.



STATE EXPENSE LIMITATIONS

The Adviser has undertaken to comply with the expense limitations

established by certain states for investment companies whose

shares are registered for sale in those states.  If the Fund's

normal operating expenses (including the investment advisory fee,

but not including brokerage commissions, interest, taxes, and

extraordinary expenses) exceed 2 1/2% per year of the first $30

million of average net assets, 2% per year of the next $70

million of average net assets, and 1 1/2% per year of the

remaining average net assets, the Adviser will reimburse the Fund

for its expenses over the limitation.



If the Fund's monthly projected operating expenses exceed this

expense limitation, the investment advisory fee paid will be

reduced by the amount of the excess, subject to an annual

adjustment.  If the expense limitation is exceeded, the amount to

be reimbursed by the Adviser will be limited, in any single

fiscal year, by the amount of the investment advisory fee.



This arrangement is not part of the advisory contract and may be

amended or rescinded in the future.



ADMINISTRATIVE SERVICES

Federated Administrative Services, a subsidiary of Federated

Investors, provides administrative personnel and services to the

Fund for the fees set forth in the prospectus.



John A. Staley, IV, an officer of the Fund, holds approximately

15% of the outstanding common stock and serves as a director of

Commercial Data Services, Inc., a company which provides computer

processing services to Federated Administrative Services.



BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and

sale of portfolio instruments, the Adviser looks for prompt

execution of the order at a favorable price.  In working with

dealers, the Adviser will generally use those who are recognized

dealers in specific portfolio instruments, except when a better

price and execution of the order can be obtained elsewhere.  The

Adviser makes decisions on portfolio transactions and selects

brokers and dealers subject to review by the Trustees.



The Adviser may select brokers and dealers who offer brokerage

and research services.  These services may be furnished directly

to the Fund or to the Adviser and may include:



advice as to the advisability of investing in securities;



security analysis and reports;



economic studies;



industry studies;



receipt of quotations for portfolio evaluations; and



similar services.



The Adviser and its affiliates exercise reasonable business

judgment in selecting brokers who offer brokerage and research

services to execute securities transactions.  They determine in

good faith that commissions charged by such persons are

reasonable in relationship to the value of the brokerage and

research services provided.



Research services provided by brokers may be used by the Adviser

in advising the Fund and other accounts.  To the extent that

receipt of these services may supplant services for which the

Adviser or its affiliates might otherwise have paid, it would

tend to reduce their expenses.



PURCHASING SHARES

Shares of the Fund are sold at their net asset value next

determined after an order is received, plus a sales charge, on

days the New York Stock Exchange and Federal Reserve Wire System

are open for business.  The procedure for purchasing shares is

explained in the prospectus under "Investing in the Fund."



DISTRIBUTION PLAN

With respect to the Fund, the Trust has adopted a Plan pursuant

to Rule 12b-1 which was promulgated by the Securities and

Exchange Commission pursuant to the Investment Company Act of

1940.  The Plan provides for payment of fees to Federated

Securities Corp. to finance any activity which is principally

intended to result in the sale of the Fund's shares subject to

the Plan.  Such activities may include the advertising and

marketing of shares of the Fund; preparing, printing, and

distributing prospectuses and sales literature to prospective

shareholders, brokers, or administrators; and implementing and

operating the Plan.  Pursuant to the Plan, Federated Securities

Corp. may pay fees to brokers and others for such services.



The Trustees expect that the adoption of the Plan will result in

the sale of a sufficient number of shares so as to allow the Fund

to achieve economic viability.  It is also anticipated that an

increase in the size of the Fund will facilitate more efficient

portfolio management and assist the Fund in seeking to achieve

its investment objectives.



CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so

that maximum interest may be earned.  To this end, all payments

from shareholders must be in federal funds or be converted into

federal funds.  Deposit Guaranty National Bank and Commercial

National Bank (the "Banks"), as well as Federated Services

Company, act as the shareholder's agent in depositing checks and

converting them to federal funds.



DETERMINING NET ASSET VALUE

The net asset value generally changes each day.  The days on

which the net asset value is calculated by the Fund are described

in the prospectus.  Net asset value will not be calculated on

Good Friday and on certain federal holidays as set forth in the

prospectus.



DETERMINING MARKET VALUE OF SECURITIES

Market value of the Fund's portfolio securities are determined as

follows:



for equity securities and bonds and other fixed income

securities, according to the last sale price on a national

securities exchange, if available;



in the absence of recorded sales of equity securities, according

to the mean between the last closing bid and asked prices, and

for bonds and other fixed income securities as determined by an

independent pricing service;



for unlisted equity securities, the latest bid prices;



for short-term obligations, according to the mean between bid and

asked prices as furnished by an independent pricing service or

for short-term obligations with remaining maturities of 60 days

or less at the time of purchase, at amortized cost; or



for all other securities, at fair value as determined in good

faith by the Trustees.



EXCHANGE PRIVILEGE



REQUIREMENTS FOR EXCHANGE

Before the exchange, the shareholder must receive a prospectus of

the fund for which the exchange is being made.  This privilege is

available to shareholders resident in any state in which the fund

shares being acquired may be sold.  Upon receipt of proper

instructions and required supporting documents, shares submitted

for exchange are redeemed and the proceeds invested in shares of

the other fund.



Further information on the exchange privilege and prospectuses

may be obtained by calling the Fund.



MAKING AN EXCHANGE

Instructions for exchanges may be given in writing.  Written

instructions may require a signature guarantee.



REDEEMING SHARES

Shares of the Fund are redeemed at the next computed net asset

value after the Banks receive the redemption request.  Redemption

procedures are explained in the prospectus under "Redeeming

Shares." Redemption requests cannot be executed on days on which

the New York Stock Exchange is closed or on federal holidays when

wire transfers are restricted.



Although State Street Bank does not charge for telephone

redemptions, it reserves the right to charge a fee for the cost

of wire-transferred redemptions of less than $5,000.



REDEMPTION IN KIND

Although the Fund intends to redeem shares in cash, it reserves

the right under certain circumstances to pay the redemption price

in whole or in part by a distribution of securities from the

Fund's portfolio.



Redemption in kind will be made in conformity with applicable

Securities and Exchange Commission rules, taking such securities

at the same value employed in determining net asset value and

selecting the securities in a manner the Trustees determine to be

fair and equitable.



The Fund has elected to be governed by Rule 18f-1 of the

Investment Company Act of 1940 under which the Fund is obligated

to redeem shares for any one shareholder in cash only up to the

lesser of $250,000 or 1% of the Fund's net asset value during any

90-day period.



TAX STATUS



THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to

meet the requirements of Subchapter M of the Internal Revenue

Code applicable to regulated investment companies and to receive

the special tax treatment afforded to such companies.  To qualify

for this treatment, the Fund must, among other requirements:



derive at least 90% of its gross income from dividends, interest,

and gains from the sale of securities;



derive less than 30% of its gross income from the sale of

securities held less than three months;



invest in securities within certain statutory limits; and



distribute to its shareholders at least 90% of its net income

earned during the year.



SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends

received as cash or additional shares.  These dividends, and any

short-term capital gains, are taxable as ordinary income.

TOTAL RETURN

The average annual total return for the Fund is the average

compounded rate of return for a given period that would equate a

$1,000 initial investment to the ending redeemable value of that

investment.  The ending redeemable value is computed by

multiplying the number of shares owned at the end of the period

by the maximum offering price per share at the end of the period.

The number of shares owned at the end of the period is based on

the number of shares purchased at the beginning of the period

with $1,000, less any applicable sales load, adjusted over the

period by any additional shares, assuming the quarterly

reinvestment of all dividends and distributions.  Cumulative

total return reflects the Fund's total performance over a

specific period of time.  This total return assumes and is

reduced by the payment of the maximum sales load.



YIELD

The yield for the Fund is determined by dividing the net

investment income per share (as defined by the Securities and

Exchange Commission) earned by the Fund over a thirty-day period

by the offering price per share of the Fund on the last day of

the period.  This value is then annualized using semi-annual

compounding.  This means that the amount of income generated

during the thirty-day period is assumed to be generated each

month over a 12-month period and is reinvested every six months.

The yield does not necessarily reflect income actually earned by

the Fund because of certain adjustments required by the

Securities and Exchange Commission and, therefore, may not

correlate to the dividends or other distributions paid to

shareholders.



To the extent that financial institutions and broker/dealers

charge fees in connection with services provided in conjunction

with an investment in the Fund, performance will be reduced for

those shareholders paying those fees.



PERFORMANCE COMPARISONS

The Fund's performance depends upon such variables as:



portfolio quality;



average portfolio maturity;



type of instruments in which the portfolio is invested;



changes in interest rates and market value of portfolio

securities;



changes in the Fund's expenses; and



various other factors.



The Fund's performance fluctuates on a daily basis largely

because net earnings and offering price per share fluctuate

daily.  Both net earnings and offering price per share are

factors in the computation of yield and total return.



Investors may use financial publications and/or indices to obtain

a more complete view of the Fund's performance.  When comparing

performance, investors should consider all relevant factors such

as the composition of any index used, prevailing market

conditions, portfolio compositions of other funds, and methods

used to value portfolio securities and compute offering price.

The financial publications and/or indices which the Fund uses in

advertising may include:



LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund

categories by making comparative calculations using total return.

Total return assumes the reinvestment of all income dividends and

capital gains distributions, if any. From time to time, the Fund

will quote its Lipper ranking in the "equity, growth and income"

category in advertising and sales literature.



DOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of

selected blue-chip industrial corporations as well as public

utility and transportation companies.  The DJIA indicates daily

changes in the average price of stocks in any of its categories.

It also reports total sales for each group of industries.

Because it represents the top corporations of America, the DJIA's

index movements are leading economic indicators for the stock

market as a whole.



STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a

composite index of common stocks in industry, transportation, and

financial and public utility companies can be used to compare to

the total returns of funds whose portfolios are invested

primarily in common stocks.  In addition, the Standard & Poor's

index assumes reinvestments of all dividends paid by stocks

listed on its index.  Taxes due on any of these distributions are

not included, nor are brokerage or other fees calculated, in

Standard & Poor's figures.



MORNINGSTAR, INC., an independent rating service, is the

publisher of the bi-weekly Mutual Fund Values.  Mutual Fund

Values rates more than 1,000 NASDAQ-listed mutual funds of all

types, according to their risk-adjusted returns.  The maximum

rating is five stars, and ratings are effective for two weeks.



NASDAQ Over-the-Counter Composite Index covers 4,500 stocks

traded over the counter.  It represents many small company stocks

but is heavily influenced by about 100 of the largest NASDAQ

stocks.  It is a value-weighted index calculated on price change

only and does not include income.



Advertisements may quote performance information which does not

reflect the effect of the sales load.



APPENDIX



STANDARD AND POOR'S CORPORATION CORPORATE BOND RATINGS

AAA-Debt rated AAA has the highest rating assigned by Standard &

Poor's Corporation.  Capacity to pay interest and repay principal

is extremely strong.



AA-Debt rated AA has a very strong capacity to pay interest and

repay principal and differs from the higher rated issues only in

small degree.



A-Debt rated A has a strong capacity to pay interest and repay

principal although it is somewhat more susceptible to the adverse

effects of changes in circumstances and economic conditions than

debt in higher rated categories.



BBB-Debt rated BBB is regarded as having an adequate capacity to

pay interest and repay principal.  Whereas it normally exhibits

adequate protection parameters, adverse economic conditions or

changing circumstances are more likely to lead to a weakened

capacity to pay interest and repay principal for debt in this

category than in higher rated categories.



NR--NR indicates that no public rating has been requested, that

there is insufficient information on which to base a rating, or

that S&P does not rate a particular type of obligation as a

matter of policy.



PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified

by the addition of a plus or minus sign to show relative standing

within the major rating categories.



MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS

AAA-Bonds which are rated Aaa are judged to be of the best

quality.  They carry the smallest degree of investment risk and

are generally referred to as "gilt edged." Interest payments are

protected by a large or by an exceptionally stable margin and

principal is secure.  While the various protective elements are

likely to change, such changes as can be visualized are most

unlikely to impair the fundamentally strong position of such

issues.



Aa--Bonds which are rated Aa are judged to be of high quality by

all standards.   Together with the Aaa group, they comprise what

are generally known as high-grade bonds.  They are rated lower

than the best bonds because margins of protection may not be as

large as in Aaa securities or fluctuation of protective elements

may be of greater amplitude or there may be other elements

present which make the long-term risks appear somewhat larger

than in Aaa securities.



A--Bonds which are rated A possess many favorable investment

attributes and are to be considered as upper medium grade

obligations.  Factors giving security to principal and interest

are considered adequate but elements may be present which suggest

a susceptibility to impairment sometime in the future.



Baa-Bonds which are rated Baa are considered as medium-grade

obligations, (i.e., they are neither highly protected nor poorly

secured).  Interest payments and principal security appear

adequate for the present but certain protective elements may be

lacking or may be characteristically unreliable over any great

length of time.  Such bonds lack outstanding investment

characteristics and in fact have speculative characteristics as

well.



NR--Not rated by Moody's.



Moody's applies numerical modifiers 1, 2, and 3 in each generic

rating classification from Aa through B in its corporate bond

rating system.  The modifier 1 indicates that the security ranks

in the higher end of its generic rating category; the modifier 2

indicates a mid-range ranking; and the modifier 3 indicates that

the issue ranks in the lower end of its generic rating category.



FITCH INVESTORS SERVICE, INC. LONG-TERM DEBT RATINGS

AAA--Bonds considered to be investment grade and of the highest

credit quality.  The obligor has an exceptionally strong ability

to pay interest and repay principal, which is unlikely to be

affected by reasonably foreseeable events.



AA--Bonds considered to be investment grade and of very high

credit quality.  The obligor's ability to pay interest and repay

principal is very strong, although not quite as strong as bonds

rated AAA.  Because bonds rated in the AAA and AA categories are

not significantly vulnerable to foreseeable future developments,

short-term debt of these issuers is generally rated F-1+.



A--Bonds considered to be investment grade and of high credit

quality.  The obligor's ability to pay interest and repay

principal is considered to be strong, but may be more vulnerable

to adverse changes in economic conditions and circumstances than

bonds with higher ratings.



BBB-Bonds considered to be investment grade and of satisfactory

credit quality.  The obligor's ability to pay interest and repay

principal is considered to be adequate.  Adverse changes in

economic conditions and circumstances, however, are more likely

to have adverse impact on these bonds, and therefore impair

timely payment.  The likelihood that the ratings of these bonds

will fall below investment grade is higher than for bonds with

higher ratings.



NR--NR indicates that Fitch does not rate the specific issue.



PLUS (+) OR MINUS (-): Plus and minus signs are used with a

rating symbol to indicate the relative position of a credit

within the rating category.  Plus and minus signs, however, are

not used in the AAA category.



STANDARD AND POOR'S CORPORATION COMMERCIAL PAPER RATINGS

A-1--This designation indicates that the degree of safety

regarding timely payment is either overwhelming or very strong.

Those issues determined to possess overwhelming safety

characteristics are denoted with a plus (+) sign designation.



A-2--Capacity for timely payment on issues with this designation

is strong.  However, the relative degree of safety is not as high

as for issues designated A-1.



MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

PRIME-1--Issues rated PRIME-1 (or related supporting

institutions) have a superior capacity for repayment of short-

term promissory obligations.  PRIME-1 repayment capacity will

normally be evidenced by the following characteristics:  leading

market positions in well-established industries; high rates of

return on funds employed; conservative capitalization structures

with moderate reliance on debt and ample asset protection; broad

margins in earning coverage of fixed financial charges and high

internal cash generation; and well-established access to a range

of financial markets and assured sources of alternative

liquidity.



PRIME-2--Issues rated PRIME-2 (or related supporting

institutions) have a strong capacity for repayment of short-term

promissory obligations.  This will normally be evidenced by many

of the characteristics cited above but to a lesser degree.

Earnings trends and coverage ratios, while sound, will be more

subject to variation.  Capitalization characteristics, while

still appropriate, may be more affected by external conditions.

Ample alternate liquidity is maintained.



FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

F-1+--(Exceptionally strong Credit Quality)  Issues assigned this

rating are regarded as having the strongest degree of assurance

for timely payment.



F-1--(Very Strong Credit Quality) Issues assigned this rating

reflect an assurance of timely payment only slightly less in

degree than issues rated F-1+.


PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:
          (a)  Financial Statements (to be filed by amendment)
          (b)  Exhibits:
                (1) Copy of Declaration of Trust of the Registrant
                    (1.);
                      (i)           Amendment of Declaration of Trust
                         of the Registrant (2.);
                     (ii)           Amendment of Declaration of Trust
                         of the Registrant; (4.)
                    (iii)           Conformed Amendment to the
                         Declaration of Trust of the Registrant
                         dated May 17, 1994;+
                (2) Copy of By-Laws of the Registrant (1.);
                (3) Not applicable;
                (4)   (i)Copy of Specimen Certificate for Shares
                         of Beneficial Interest of DG U.S.
                         Government Money Market Fund (3.);
                     (ii)           Copy of Specimen Certificate for
                         Shares of Beneficial Interest of DG Limited
                         Term Government Income Fund (3.);
                    (iii)           Copy of Specimen Certificate for
                         Shares of Beneficial Interest of DG
                         Government Income Fund (3.);
                     (iv)           Copy of Specimen Certificate for
                         Shares of Beneficial Interest of DG Equity
                         Fund (3.);
                      (v)           Copy of Specimen Certificate for
                         Shares of Beneficial Interest of DG
                         Municipal Income (6.);
                     (vi)           Copy of Specimen Certificate for
                         Shares of Beneficial Interest of DG
                         Opportunity Fund;+


+    All exhibits have been filed electronically.

1.   Response is incorporated by reference to Registrant's Initial
     Registration Statement on Form N-1A filed March 18, 1992.  (File
     Nos. 33-46431 and 811-6607)
2.   Response is incorporated by reference to Registrant's Pre-
     Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
     (File Nos. 33-46431 and 811-6607)
3.   Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
     (File Nos. 33-46431 and 811-6607)
4.   Response is incorporated by reference to Registrant's Post-
     Effective Amendment No.2 on Form N-1A filed October 14, 1992.
     (File Nos. 33-46431 and 811-6607)
5.   Response is incorporated by reference to Registrant's Post-
     Effective Amendment No.3 on Form N-1A filed October 28, 1992.
     (File Nos. 33-46431 and 811-6607)
6.   Response is incorporated by Reference to Registrant's Post-
     Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
     (File Nos. 33-46431 and 811-6607)
7.   Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
     (File Nos. 33-46431 and 811-6607)
                (5)   (i)Copy of Investment Advisory Contract of
                         Registrant (7.);
                         (a) Conformed copy of Exhibit A for DG U.S.
                             Government Money Market Fund;+
                         (b) Conformed copy of Exhibit B for DG
                             Limited Term Government Income Fund;+
                         (c) Conformed copy of Exhibit C for DG
                             Government Income Fund;+
                         (d) Conformed copy of Exhibit D for DG
                             Equity Fund;+
                         (e) Conformed copy of Exhibit E for DG
                             Municipal Income Fund;+
                         (f) Copy of Exhibit F for DG Opportunity
                             Funds;+
                     (ii)           Copy of Sub-Advisory Agreement
                         between Deposit Guaranty National Bank and
                         Commercial National Bank (6.);
                         (a) Conformed copy of Exhibit A for DG
                             Equity Fund;+
                         (b) Conformed copy of Exhibit B for DG
                             Government Income Fund;+
                         (c) Conformed copy of Exhibit C for DG
                             Limited Term Government Income
                             Fund;+
                         (d) Conformed copy of Exhibit D for DG
                             Municipal Income Fund;+
                         (e) Copy of Exhibit E for DG
                             Opportunity Fund;+
                (6) Copy of Distributor's Contract of the Registrant
                    (3.);
                      (i)          Conformed copy of Exhibit A for DG
                    vs   Government Money Market Fund;+
                     (ii)  Copy of Exhibit B for DG Limited Term
                         Government Income Fund;+
                    (iii)  Conformed copy of Exhibit C for DG
                         Government Income Fund;+


+  All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial
   Registration Statement on Form N-1A filed March 18, 1992.
   (File Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
   Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
   (File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
   (File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No.2 on Form N-1A filed October 14, 1992.
   (File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No.3 on Form N-1A filed October 28, 1992.
   (File Nos. 33-46431 and 811-6607)
6. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
   (File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
   (File Nos. 33-46431 and 811-6607)
                     (iv)           Conformed copy of Exhibit D for
                         DG Equity Income Fund;+
                      (v)           Conformed copy of Exhibit E for
                         DG Municipal Income Fund;+
                     (vi)           Copy of Exhibit F for DG
                         Opportunity Fund;+
                (7) Not applicable
                (8) Copy of Custodian Agreement of the Registrant
                    (6.);
                (9)   (i)Copy of Transfer Agency and Service
                         Agreement of Registrant (6.);
                     (ii)           Conformed copy of Administrative
                         Services Agreement (7.);
               (10) Copy of Opinion and Consent of Counsel as to
                    legality of shares being registered (2.);
               (11) Not applicable;
               (12) Not applicable;
               (13) Copy of Initial Capital Understanding (2.);.

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

          None


+  All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial
   Registration Statement on Form N-1A filed March 18, 1992.
   (File Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
   Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
   (File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
   (File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No.2 on Form N-1A filed October 14, 1992.
   (File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No.3 on Form N-1A filed October 28, 1992.
   (File Nos. 33-46431 and 811-6607)
6. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
   (File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
   (File Nos. 33-46431 and 811-6607)
               (14) Not applicable;
               (15)   (i)Copy of Distribution Plan of the
                         Registrant (2.);
                         (a) Conformed copy of Exhibit A for D.G.
                             U.S. Government Money Market Fund;+
                         (b) Conformed copy of Exhibit B for DG
                             Limited Term Government Income Fund;+
                         (c) Conformed copy of Exhibit C for DG
                             Government Income Fund;+
                         (d) Conformed copy of Exhibit D for DG
                             Equity Fund;+
                         (e) Conformed copy of Exhibit E for DG
                             Municipal Income Fund;+
                         (f) Copy of Exhibit F for DG Opportunity
                             Fund;+
                     (ii)           Copy of Rule 12b-1 Agreement of
                         the Registrant;+
               (16) Schedule for Computation of Fund Performance
                    Data (5.);
                      (i)           DG  Equity Fund(5.);
                     (ii)           DG Government Income Fund(5.);
                    (iii)           DG Limited Term Government Income
                         Fund(5.);
                     (iv)           DG U.S. Government Money Market
                         Fund(5.);
                      (v)           DG Municipal Income Fund (6.);
               (17) Power of Attorney (5.);
                (18)  Not applicable.

   +All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial
   Registration Statement on Form N-1A filed March 18, 1992.
   (File Nos. 33-46431 and 811-6607)
2. Response is incorporated by reference to Registrant's Pre-
   Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
   (File Nos. 33-46431 and 811-6607)
3. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 1 on Form N-1A filed May 22, 1992.
   (File Nos. 33-46431 and 811-6607)
4. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No.2 on Form N-1A filed October 14, 1992.
   (File Nos. 33-46431 and 811-6607)
5. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No.3 on Form N-1A filed October 28, 1992.
   (File Nos. 33-46431 and 811-6607)
6. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
   (File Nos. 33-46431 and 811-6607)
7. Response is incorporated by reference to Registrant's Post-
   Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
   (File Nos. 33-46431 and 811-6607)
Item 26.  Number of Holders of Securities:

                                        Number of Record Holders
          Title of Class                 as of May 18, 1994

          Shares of beneficial interest
           (no par value)

          DG U.S. Government Money
           Market Fund                             37

          DG Limited Term Government
           Income Fund                            195

          DG Government Income Fund               121

          DG Equity Fund                          400

          DG Municipal Income Fund                 46

          DG Opportunity Fund                       0

Item 27.  Indemnification:  (4)

Item 28.  Business and Other Connections of Investment Adviser:

          (a)         Deposit Guaranty National Bank, a national
             banking association formed in 1925, is a subsidiary of
             Deposit Guaranty Corp ("DGC").  Through its
             subsidiaries and affiliates, DGC offers a full range of
             financial services to the public, including commercial
             lending, depository services, cash management,
             brokerage services, retail banking, mortgage banking,
             investment advisory services and trust services.

             As of December 31, 1993, the Trust Division of Deposit
             Guaranty National Bank had approximately $9 billion
             under administration, of which it had investment
             discretion over $1.4 billion.  Deposit Guaranty
             National Bank has served as the Trust's investment
             adviser since May 5, 1992.

             The principal executive officers of the Fund's
             Investment Adviser, and the Directors of the Fund's
             Adviser, are set forth in the following tables.  Unless
             otherwise noted, the position listed under Other
             Substantial Business, Profession, Vocation or
             Employment is with Deposit Guaranty National Bank.


                                                Other Substantial
                          Position With         Business, Profession,
   Name                   the Adviser           Vocation or Employment

E.B. Robinson, Jr.        Chairman of the Board
                          and Chief Executive

Howard L. McMillan, Jr.   President and Chief
                          Operating Officer

Robert G. Barnett         General Counsel and
                          Secretary to the Board

William R. Boone          Executive Vice President

Thomas M. Hontzas         Executive Vice President

W. Parks Johnson          Executive Vice President

James S. Lenoir           Executive Vice President

W. Murray Pate            Executive Vice President

W. Stanley Pratt          Executive Vice President

Arlen L. McDonald         Treasurer and Chief
                          Financial Officer


                            DIRECTORS

Haley R. Barbour      Warren A. Hood, Jr.    W.R. Newman, III

Michael B. Bemis      Charles L. Irby        John N. Palmer

B. L. Chain           W. Randolph James      E.B. Robinson, Jr.

Sharon S. Greener     Booker T. Jones        Robert D. Robinson

Charles G. Hathaway   Jean C. Lindsey        Robert L.T. Smith, Jr.

Harris B. Henley      Howard L. McMillan, Jr.     Victor P. Smith

Douglas A. Herring    Richard D. McRae, Jr.  J. Kelley Williams

W. Henry Holman, Jr.


          (b)          Commercial National Bank, a national banking
             association which received its charter in 1886, is a
             subsidiary of DGC and serves as Investment Sub-Adviser
             to DG Limited Term Government Income Fund, DG
             Government Income Fund, DG Equity Fund, DG Municipal
             Income Fund and DG Opportunity Fund.  As of
             December 31, 1993, the Trust Division at Commercial
             National Bank had approximately $1.2 billion in trust
             assets under administration, of which it had investment
             discretion over $1.02 billion.  Commercial National
             Bank has served as sub-adviser to DG Limited Term
             Government Income Fund, DG Government Income Fund, DG
             Equity Fund and DG Municipal Income Fund since July 20,
             1992 and for DG Opportunity Fund since May 25, 1994.

             The principal executive officers of the Investment Sub-
             Adviser, and the Directors of the Investment Sub-
             Adviser, are set forth in the following tables.  Unless
             otherwise noted, the position listed under Other
             Substantial Business, Profession, Vocation or
             Employment is with Commercial National Bank.


                                                Other Substantial
                          Position With         Business, Profession,
  Name                    the Sub-Adviser       Vocation or Employment

Steven C. Walker          President and Chief
                          Executive Officer

P. Michael Adkins         Executive Vice President

C. David Barrentine, Jr.  Executive Vice President

David H. Nordyke          Executive Vice President

Robert H. Boehmler, Jr.   Senior Vice President

V. Odell Mimms            Senior Vice President

Richard H. Sale           Senior Vice President

F.M. Freeman              Senior Vice President


                            DIRECTORS

Willis L. Meadows     Dewey W. Corley        C. W. Holtsclaw, Jr.

Gordon A. Marsalis    Howard L. McMillan, Jr.     William C. Peatross

W. C. Rasberry         E. B. Robinson, Jr.   Steven C. Walker

Donald W. Weir        N. H. Wheless, Jr.     Fred Wilson

George D. Wray, Jr.   Richard H. Bremer

Item 29.  Principal Underwriters:

          (a)         Federated Securities Corp., the Distributor for
             shares of the Registrant, also acts as principal
             underwriter for the following open-end investment
             companies:  A.T. Ohio Municipal Money Fund; Alexander
             Hamilton Funds; American Leaders Fund, Inc.; Annuity
             Management Series; Automated Cash Management Trust;
             Automated Government Money Trust; BayFunds;  The
             Biltmore Funds; The Biltmore Municipal Funds; The
             Boulevard Funds; California Municipal Cash Trust;
             Cambridge Series Trust; Cash Trust Series, Inc.; Cash
             Trust Series II; DG Investor Series; Edward D. Jones &
             Co. Daily Passport Cash Trust; Federated ARMs Fund;
             Federated Exchange Fund, Ltd.; Federated GNMA Trust;
             Federated Government Trust; Federated Growth Trust;
             Federated High Yield Trust; Federated Income Securities
             Trust; Federated Income Trust; Federated Index Trust;
             Federated Intermediate Government Trust; Federated
             Master Trust;  Federated Municipal Trust; Federated
             Short-Intermediate Government Trust; Federated Short-
             Term U.S. Government Trust; Federated Stock Trust;
             Federated Tax-Free Trust; Federated U.S. Government
             Bond Fund; Financial Reserves Fund; First Priority
             Funds; First Union Funds; Fixed Income Securities,
             Inc.; Fortress Adjustable Rate U.S. Government Fund,
             Inc.; Fortress Municipal Income Fund, Inc.; Fortress
             Utility Fund, Inc.; Fountain Square Funds; Fund for
             U.S. Government Securities, Inc.; Government Income
             Securities, Inc.; High Yield Cash Trust; Independence
             One Mutual Funds; Insight Institutional Series, Inc.;
             Insurance Management Series; Intermediate Municipal
             Trust; International Series Inc.; Investment Series
             Funds, Inc.; Investment Series Trust; Liberty Equity
             Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
             Liberty Municipal Securities Fund, Inc.; Liberty U.S.
             Government Money Market Trust; Liberty Utility Fund,
             Inc.; Liquid Cash Trust; Managed Series Trust; Mark
             Twain Funds; Marshall Funds, Inc.; Money Market
             Management, Inc.; Money Market Obligations Trust; Money
             Market Trust; The Monitor Funds; Municipal Securities
             Income Trust; New York Municipal Cash Trust; 111
             Corcoran Funds; Peachtree Funds; The Planters Funds;
             Portage Funds; RIMCO Monument Funds; The Shawmut Funds;
             Short-Term Municipal Trust; Signet Select Funds;
             SouthTrust Vulcan Funds; Star Funds; The Starburst
             Funds; The Starburst Funds II; Stock and Bond Fund,
             Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
             Instruments Trust; Tower Mutual Funds; Trademark Funds;
             Trust for Financial Institutions; Trust for Government
             Cash Reserves; Trust for Short-Term U.S. Government
             Securities; Trust for U.S. Treasury Obligations; Vision
             Fiduciary Funds, Inc.; Vision Group of Funds, Inc.; and
             World Investment Series, Inc.

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

          (b)

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

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

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

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

John A. Staley, IV        Executive Vice President     Vice President
Federated Investors Tower and Assistant Secretary,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

John B. Fisher            President-Institutional Sales,    --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

James F. Getz             President-Broker/Dealer,          --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark R. Gensheimer        Executive Vice President of       --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

James R. Ball             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

Francis J. Matten, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

J. Michael Miller         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

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

David W. Spears           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

Philip C. Hetzel          Assistant Vice President,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

          (c)  Not applicable.

Item 30.  Location of Accounts and Records:

          All accounts and records required to be maintained by
          Section 31(a) of the Investment Company Act of 1940 and
          Rules 31a-1 throught 31a-3 promulgated thereunder are
          maintained at one of the following locations:

DG Investor Series                      Federated Investors Tower
                                        Pittsburgh, PA  15222-3779

Federated Services Company              Federated Investors Tower
   Transfer Agent, Dividend             Pittsburgh, PA  15222-3779
   Disbursing Agent and
   Shareholder Servicing Agent

Federated Administrative Services       Federated Investors Tower
   Administrator                        Pittsburgh, PA  15222-3779

Deposit Guaranty National Bank          P.O. Box 1200
   Adviser                              Jackson, Mississippi 39215-
1200

Commercial National Bank                P.O. Box 21119
   Sub-Adviser                          Shreveport, Louisiana  71152
   (except DG U.S. Government Money
   Market Fund)

State Street Bank and Trust Company     P.O. Box 1713
   Custodian                            Boston, Massachusetts 021205

Item 31.  Management Services:  Not applicable.

Item 32.  Undertakings:

          Registrant hereby undertakes to file a post-effective
          amendment on behalf of the DG Opportunity Fund, (a
          portfolio of DG Investor Series), using financial
          statements for DG Opportunity Fund, which need not be
          certified, within four to six months from the effective
          date of this Post-Effective Amendment No. 6.

          Registrant hereby undertakes to comply with the provisions
          of Section 16(c) of the 1940 Act with respect to the
          removal of Trustees and the calling of special shareholder
          meetings by shareholders.

          Registrant hereby undertakes to furnish each person to whom
          a prospectus for each portfolio of the Trust is delivered
          with a copy of Registrant's latest annual report to
          shareholders upon request and without charge.

                           SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, DG INVESTOR
SERIES, certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(a) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 26th day of May, 1994.

                       DG INVESTOR SERIES

               BY: /s/Karen M. Brownlee
               Karen M. Brownlee, Assistant Secretary
               Attorney in Fact for John F. Donahue
               May 26, 1994




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

   NAME                       TITLE                         DATE

By:  /s/Karen M. Brownlee
   Karen M. Brownlee        Attorney In Fact      May 26, 1994
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Edward C. Gonzales*         President, Treasurer and
                            Trustee (Principal
                            Financial and
                            Accounting Officer)

John T. Conroy, Jr.*        Trustee

William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee

* By Power of Attorney

EX-99.AMEND.DEC.TRUS

                              Exhibit (1)(iii) under Form N-
1A
                              Exhibit (3)(i) under Item
601/Reg S-K
                              
                              
                     DG INVESTOR SERIES
                              
                       Amendment No. 5
                    DECLARATION OF TRUST
                   dated February 7, 1992
                              


     THIS Declaration of Trust is amended as follows:

     Strike the first paragraph of Section 5 of Article III
from the Declaration of Trust and substitute in its place
the following:

          "Section 5. Establishment and Designation of
Series or Class.
          Without limiting the authority of the Trustees set
forth in Article         XII, Section 8, inter alia, to
establish and designate any additional       Series or Class
or to modify the rights and preferences of any
existing Series or Class, the Series and Classes of the
Trust are           established and designated as:

               DG Equity Fund
               DG Government Income Fund
               DG Limited Term Government Income Fund
               DG Municiple Income Fund
               DG U.S. Government Money Market Fund
               DG Opportunity Fund"

     The undersigned Assistant Secretary of DG Investor
Series hereby certifies that the above stated Amendment is a
true and correct Amendment of the Declaration of Trust, as
adopted by the Board of Trustees on the 17th day of May,
1994.

     WITNESS the due execution hereof this 17th day of May,
1994.



                                        /s/ Karen M.
Brownlee
                                        Karen M. Brownlee,
                                        Assistant Secretary

EX-99.SPECSTOCKCETIF

                                                   Exhibit (4)

                       DG OPPORTUNITY FUND

Number                                                  Shares
_____                                                    _____

  Account No.         Alpha Code          See Reverse Side For
                                           Certain Definitions






THIS IS TO CERTIFY THAT                        is the owner of





                                            CUSIP_____________


Fully Paid and Non-Assessable Shares of Beneficial Interest of
DG OPPORTUNITY FUND, a portfolio of DG Investor Series,
hereafter called the Trust, transferable on the books of the
Trust by the owner in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.

     The shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-
Laws of the Trust and all amendments thereto, all of which the
holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the
Transfer Agent.

     IN WITNESS WHEREOF, the Trust has caused this Certificate
to be signed in its name by its proper officers and to be sealed
with its seal.




Dated:                 DG INVESTOR SERIES
                         Corporate Seal
                              1992
                          Massachusetts



/s/                                         Edward C. Gonzales
/s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  State Street
Bank
                                and Trust Company
                                (Boston)
                                Transfer Agent
                                By:
                                Authorized Signature
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF
GIFT MIN ACT-...Custodian...
TEN ENT -                           as tenants by the entireties
(Cust)  (Minors)
JT  TEN -                           as joint tenants with right
of      under Uniform Gifts to Minors
        survivorship and not as tenants
Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the
above list.

     For value received__________ hereby sell, assign, and
transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


________________________________________________________________
_____________
(Please print or typewrite name and address, including zip code,
of assignee)

________________________________________________________________
_____________

________________________________________________________________
_____________

________________________________________________________________
______ shares

of beneficial interest represented by the within Certificate,

and do hereby irrevocably constitute and appoint

__________________________________________

________________________________________________________________

_____________

to transfer the said shares on the books of the within named

Trust with full power of substitution in the premises.



Dated______________________
                              NOTICE:___________________________
                              ___
                              The signature to this assignment
                              must correspond with the name as
                              written upon the face of the
                              certificate in every particular,
                              without alteration or enlargement
                              or any change whatever.


All persons dealing with DG Investor Series, a Massachusetts
business trust, must look solely to the Trust property for the
enforcement of any claim against the Trust, as the Trustees,
officers, agents or shareholders of the Trust assume no personal
liability whatsoever for obligations entered into on behalf of
the Trust.
            THIS SPACE MUST NOT BE COVERED IN ANY WAY
        DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch
border.

B.   The number in the upper left-hand corner and the number
    of shares in the upper right-hand corner are outlined by
    octagonal boxes.

C.   The cusip number in the middle right-hand area of the
    page is boxed.

D.   The Massachusetts corporate seal appears in the bottom
    middle of the page.


Page Two

     The social security or other identifying number of the
assignee appears in a box in the top-third upper-left area of
the page.

EX-99.INV.ADV.CONTRT

                                1
                                
                          Exhibit 5(i)
                                        Exhibit (5)(i)(a) under
Form N-1A
                                        Exhibit (10) under Item
601/Reg S-K


                                
                            EXHIBIT A
                             to the
                  Investment Advisory Contract

              DG U.S. Government Money Market Fund

     For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .50 of 1%
of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .50 of 1% applied to the daily net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 18th day of June,
1993.



Attest:                                           Deposit
Guaranty National Bank



/s/ C. Edward Gibson                              By:/s/ W. Murry
Pate
                         Secretary
Executive Vice President



Attest:                                           DG Investor
Series



/s/ John W. McGonigle                             By:/s/ J.
Christopher Donahue
                         Secretary
Vice President
                                        Exhibit (5)(i)(b) under
Form N-1A
                                        Exhibit (10) under Item
601/Reg S-K




                            EXHIBIT B
                             to the
                  Investment Advisory Contract

             DG Limited Term Government Income Fund

     For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .60 of 1%
of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .60 of 1% applied to the daily net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 20th day of July,
1992.



Attest:                                           Deposit
Guaranty National Bank



/s/ C. Edward Gibson                              By:/s/ W. Murry
Pate
                         Secretary
Executive Vice President



Attest:                                           DG Investor
Series



/s/ John W. McGonigle                             By:/s/ J.
Christopher Donahue
                         Secretary
Vice President
                                        Exhibit (5)(i)(c) under
Form N-1A
                                        Exhibit (10) under Item
601/Reg S-K




                            EXHIBIT C
                             to the
                  Investment Advisory Contract

                    DG Government Income Fund

     For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .60 of 1%
of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .60 of 1% applied to the daily net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 20th day of July,
1992.



Attest:                                           Deposit
Guaranty National Bank



/s/ C. Edward Gibson                              By:/s/ W. Murry
Pate
                         Secretary
Executive Vice President



Attest:                                           DG Investor
Series



/s/ John W. McGonigle                             By:/s/ J.
Christopher Donahue
                         Secretary
Vice President
                                        Exhibit (5)(i)(d) under
Form N-1A
                                        Exhibit (10) under Item
601/Reg S-K




                            EXHIBIT D
                             to the
                  Investment Advisory Contract

                         DG Equity Fund

     For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .75 of 1%
of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .75 of 1% applied to the daily net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 20th day of July,
1992.



Attest:                                           Deposit
Guaranty National Bank



/s/ C. Edward Gibson                              By:/s/ W. Murry
Pate
                         Secretary
Executive  Vice President



Attest:                                           DG Investor
Series



/s/ John W. McGonigle                             By:/s/ J.
Christopher Donahue
                         Secretary
Vice President

                                        Exhibit (5)(i)(e) under
Form N-1A
                                        Exhibit (10) under Item
601/Reg S-K

                            EXHIBIT E
                             to the
                  Investment Advisory Contract

                    DG Municipal Income Fund

     For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .60 of 1%
of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .60 of 1% applied to the daily net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 12th day of December,
1992.



Attest:                                       Deposit Guaranty
National Bank



/s/ C. Edward Gibson                              By:/s/ W. Murry
Pate
                         Secretary
Executive Vice President



Attest:                                           DG Investor
Series



/s/ John W. McGonigle                             By:/s/ Richard
B. Fisher
                         Secretary
Vice President



                                        Exhibit (5)(i)(f) under
Form N-1A
                                        Exhibit (10) under Item
601/Reg S-K



                            EXHIBIT F
                             to the
                  Investment Advisory Contract

                       DG Opportunity Fund

     For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of 1% applied to the daily net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this1st day of June, 1994.



Attest:                                           Deposit
Guaranty National Bank



                                        By:

                         Secretary
Executive Vice President



Attest:                                           DG Investor
Series



                                   By:

                         Secretary
Vice President

EX-99.SUBADV.CONTRAC

                                1


                                   Exhibit (5)(ii)(a) under
Form N-1A
                                   Exhibit (10) under Item
601/Reg S-K
                               
                           Exhibit A

                      DG Investor Series
                        DG Equity Fund

                    Sub-Advisory Agreement


     For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio.

      effective date hereof shall be the 20th day of July,
1992 to be renewed on July 20, 1994 and annually thereafter.

     This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 20th day of July, 1992.


ATTEST:                                      Deposit Guaranty
National Bank



/s/ C. Edward Gibson                    By: /s/ W. Murry Pate
                      Secretary
Executive Vice President


                                             Commercial
National Bank



/s/ Scott Irwin                         By: /s/ David H.
Nordyke
                      Secretary
Vice President


                                   Exhibit (5)(ii)(b) under
Form N-1A
                                   Exhibit (10) under Item
601/Reg S-K


                               
                           Exhibit B

                      DG Investor Series
                   DG Government Income Fund

                    Sub-Advisory Agreement


     For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio.  The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.

     The effective date hereof shall be the 20th day of July,
1992 to be renewed on July 20, 1994 and annually thereafter.

     This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 20th day of July, 1992.


ATTEST:                                      Deposit Guaranty
National Bank



/s/ C. Edward Gibson                    By: /s/ W. Murry Pate
                      Secretary
Executive  Vice President


                                             Commercial
National Bank



/s/ Scott Irwin                         By: /s/ David H.
Nordyke
                      Secretary
Vice President

                                   Exhibit (5)(ii)(c) under
Form N-1A
                                   Exhibit (10) under Item
601/Reg S-K

                           Exhibit C

                      DG Investor Series
            DG Limited Term Government Income Fund

                    Sub-Advisory Agreement


     For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio.  The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.

     The effective date hereof shall be the 20th day of July,
1992 to be renewed on July 20, 1994 and annually thereafter.

     This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 20th day of July, 1992.


ATTEST:                                      Deposit Guaranty
National Bank



/s/ C. Edward Gibson                    By: /s/ W. Murry Pate
                      Secretary
Executive Vice President


                                             Commercial
National Bank



/s/ Scott Irwin                         By: /s/ David H.
Nordyke
                      Secretary
Vice President

                                   Exhibit (5)(ii)(d) under
Form N-1A
                                   Exhibit (10) under Item
601/Reg S-K

                           Exhibit D

                      DG Investor Series

                   DG Municipal Income Fund

                    Sub-Advisory Agreement


     For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio.  The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.

     The effective date hereof shall be the 12th day of
December, 1992 to be renewed on December 12, 1994 and annually
thereafter.

        This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 12th day of December, 1992.


ATTEST:                                      Deposit Guaranty
National Bank



/s/ C. Edward Gibson                    By: /s/ W. Murry Pate
                      Secretary
Executive  Vice President


                                             Commercial
National Bank



/s/ Terry Gaston                        By: /s/ David H.
Nordyke
                      Secretary
Vice President


                                   Exhibit (5)(ii)(e) under
Form N-1A
                                   Exhibit (10) under Item
601/Reg S-K

                           Exhibit E

                      DG Investor Series

                      DG Opportunity Fund

                    Sub-Advisory Agreement


     For all services rendered by Sub-Adviser hereunder,
Adviser shall pay Sub-Adviser a Sub-Advisory Fee equal to .25
of 1% of the average daily net assets of the above-mentioned
portfolio.  The Sub-Advisory Fee shall be accrued daily and
paid monthly as set forth in the Investment Advisory Contract
dated July 20, 1992.

     The effective date hereof shall be the 1st day of  June,
1994 to be renewed on June 1, 1996 and annually thereafter.

     This Exhibit duly incorporates by reference the Sub-
Advisory Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on their behalf by their duly
authorized officers, and their corporate seals to be affixed
hereto this 1st day of June, 1994.


ATTEST:                                      Deposit Guaranty
National Bank



                                        By:

                      Secretary
Executive  Vice President


                                             Commercial
National Bank



                                             By:

                      Secretary
Vice President

EX-99.DISTRIB.CONTRC

                                1


                                   Exhibit (6)(i) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K


                     DISTRIBUTOR'S CONTRACT

                            Exhibit A

                       DG Investor Series

              DG U.S. Government Money Market Fund


     The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.

     1.   The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class.  Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders.  In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

     2.   Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance:  Broker or Administrator
provides or arranges to provide accounting support for all
transactions.  Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services:  the Broker or Administrator
continuously provides information about the product needs of
customers.

     3.   During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .25% of the average aggregate net
asset value of the Shares held during the month.  For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.

     4.   FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

     5.   FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers.  The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.

     6.   FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.


     In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.

     Witness the due execution hereof this 20th day of July,
1992.


ATTEST:                                                DG
INVESTOR SERIES



/s/ John W. McGonigle                   By:/s/ E. C. Gonzales

                           Secretary
President
(SEAL)

ATTEST:                                                FEDERATED
SECURITIES CORP.


/s/ S. Elliott Cohan                    By:/s/ Richard B. Fisher

                           Secretary
President
(SEAL)

                                   Exhibit (6)(ii) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K



                     DISTRIBUTOR'S CONTRACT

                            Exhibit B

                       DG Investor Series

             DG Limited Term Government Income Fund


     The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.

     1.   The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class.  Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders.  In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

     2.   Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance:  Broker or Administrator
provides or arranges to provide accounting support for all
transactions.  Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services:  the Broker or Administrator
continuously provides information about the product needs of
customers.

     3.   During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month.  For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.

     4.   FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

     5.   FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers.  The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.

     6.   FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.


     In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.

     Witness the due execution hereof this 20th day of July,
1992.


ATTEST:                                           DG INVESTOR
SERIES



/s/ John W. McGonigle                   By:/s/ E. C. Gonzales
                           Secretary
President
(SEAL)

ATTEST:                                           FEDERATED
SECURITIES CORP.


/s/ S. Elliott Cohan
By:/s/ Richard B. Fisher
                           Secretary
President
(SEAL)

                                   Exhibit (6)(iii) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K



                     DISTRIBUTOR'S CONTRACT

                            Exhibit C

                       DG Investor Series

                    DG Government Income Fund


     The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.

     1.   The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class.  Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders.  In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

     2.   Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance:  Broker or Administrator
provides or arranges to provide accounting support for all
transactions.  Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services:  the Broker or Administrator
continuously provides information about the product needs of
customers.

     3.   During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month.  For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.

     4.   FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

     5.   FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers.  The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.

     6.   FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.


     In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.

     Witness the due execution hereof this 20th day of July,
1992.


ATTEST:                                                DG
INVESTOR SERIES



/s/ John W. McGonigle                             By:/s/ E. C.
Gonzales
                           Secretary
President
(SEAL)

ATTEST:                                                FEDERATED
SECURITIES CORP.


/s/ S. Elliott Cohan                              By:/s/ Richard
B. Fisher
                           Secretary
President
(SEAL)

                                   Exhibit (6)(iv) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K



                     DISTRIBUTOR'S CONTRACT

                            Exhibit D

                       DG Investor Series

                         DG Equity Fund


     The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.

     1.   The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class.  Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders.  In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

     2.   Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance:  Broker or Administrator
provides or arranges to provide accounting support for all
transactions.  Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services:  the Broker or Administrator
continuously provides information about the product needs of
customers.

     3.   During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month.  For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.

     4.   FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

     5.   FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers.  The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.

     6.   FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.


     In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.

     Witness the due execution hereof this 20th day of July,
1992.


ATTEST:                                                DG
INVESTOR SERIES



/s/ John W. McGonigle                                  By:/s/ E.
C. Gonzales
                           Secretary
President
(SEAL)

ATTEST:                                                FEDERATED
SECURITIES CORP.


/s/ S. Elliott Cohan                                   By:/s/
Richard B. Fisher
                           Secretary
President
(SEAL)
                                   Exhibit (6)(v) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K



                     DISTRIBUTOR'S CONTRACT

                            Exhibit E

                       DG Investor Series

                    DG Municipal Income Fund


     The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.

     1.   The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class.  Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders.  In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

     2.   Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance:  Broker or Administrator
provides or arranges to provide accounting support for all
transactions.  Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services:  the Broker or Administrator
continuously provides information about the product needs of
customers.

     3.   During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month.  For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.

     4.   FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

     5.   FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers.  The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.

     6.   FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.


     In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investors
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.

     Witness the due execution hereof this 12th day of December,
1992.


ATTEST:                                                DG
INVESTOR SERIES



/s/ John W. McGonigle                        By:/s/ E. C.
Gonzales
                           Secretary
President
(SEAL)

ATTEST:                                                FEDERATED
SECURITIES CORP.


/s/ S. Elliott Cohan                         By:/s/  Richard B.
Fisher
                           Secretary
President
(SEAL)


                                   Exhibit (6)(vi) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K


                     DISTRIBUTOR'S CONTRACT

                            Exhibit F

                       DG Investor Series

                       DG Opportunity Fund


     The following provisions are hereby incorporated and made
part of the Distributor's Contract dated the 20th day of July,
1992, between DG Investor Series and Federated Securities Corp.
("FSC") with respect to the Class of the Fund set forth above.

     1.   The Trust hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the
Class.  Pursuant to this appointment FSC is authorized to select
a group of brokers ("Brokers") to sell shares of the above-
listed Class ("Shares"), at the current offering price thereof
as described and set forth in the respective prospectuses of the
Trust, and to render administrative support services to the
Trust and its shareholders.  In addition, FSC is authorized to
select a group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

     2.   Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker or
Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or Administrator's
own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or
Administrator enters redemption transactions in the same manner
as purchases; 5) account maintenance:  Broker or Administrator
provides or arranges to provide accounting support for all
transactions.  Broker or Administrator also wires funds and
receives funds for Trust share purchases and redemptions,
confirms and reconciles all transactions, reviews the activity
in the Trust's accounts, and provides training and supervision
of its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of its
services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and develops
methods of making such materials accessible to customers; and
11) consultation services:  the Broker or Administrator
continuously provides information about the product needs of
customers.

     3.   During the term of this Agreement, the Trust will pay
FSC for services pursuant to this Agreement, a monthly fee
computed at the annual rate of .35% of the average aggregate net
asset value of the Shares held during the month.  For the month
in which this Agreement becomes effective or terminates, there
shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect
during the month.

     4.   FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Classes' expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

     5.   FSC will enter into separate written agreements with
various firms to provide certain of the services set forth in
Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of Shares
owned from time to time by their clients or customers.  The
schedules of such fees and the basis upon which such fees will
be paid shall be determined from time to time by FSC in its sole
discretion.

     6.   FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and Administrators
and the purpose for such payments.


     In consideration of the mutual covenants set forth in the
Distributor's Contract dated July 20, 1992 between DG Investor
Series and Federated Securities Corp., DG Investor Series
executes and delivers this Exhibit on behalf of the Funds, and
with respect to the separate Classes of Shares thereof, set
forth in this Exhibit.

     Witness the due execution hereof this 1st day of June,
1994.


ATTEST:                                                DG
INVESTOR SERIES



                                             By:

                           Secretary
President
(SEAL)

ATTEST:                                                FEDERATED
SECURITIES CORP.


                                             By:

                           Secretary
President
(SEAL)

EX-99.SERV.AGREEMENT

                                   Exhibit (9)(iii) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K
                                
                                
                                
                       DG INVESTOR SERIES
                                
                 SHAREHOLDER SERVICES AGREEMENT


    This  Agreement  is  made between the financial  institution
executing    this   Agreement   ("Provider")    and    Federated
Administrative Services ("FAS"), a Delaware business  trust,  on
behalf   of  certain  classes  of  shares  ("Classes")  of   the
investment  companies listed in Exhibit A hereto (the  "Funds"),
for  which FAS administers Shareholder Services Plans ("Plans").
In  consideration of the mutual covenants hereinafter contained,
and  other good and valuable consideration the receipt of  which
are  hereby acknowledged by each party, it is hereby  agreed  by
and between the parties hereto as follows:

    1.   FAS hereby appoints Provider to render or cause  to  be
rendered  personal services to shareholders of the Funds  and/or
the maintenance of accounts of shareholders ("Shareholders")  of
the  Funds  ("Services").  Provider agrees  to  provide  certain
Services which, in its sole judgment, are necessary or desirable
for its customers who are Shareholders.  Provider further agrees
to  provide  FAS,  upon request, a written  description  of  the
Services which Provider is providing hereunder.

    2.   The  Services to be provided hereunder by Provider  may
include, but are not limited to, the following:

   (a) communicating account openings through computer terminals
      located    on    the   Provider's   premises    ("Computer
      Terminals"),  through  a  toll-free  telephone  number  or
      otherwise;

   (b)   communicating   account  closings  via   the   Computer
      Terminals,  through  a  toll-free  telephone   number   or
      otherwise;

   (c)  entering  purchase  transactions  through  the  Computer
      Terminals,  through  a  toll-free  telephone   number   or
      otherwise;

   (d)  entering  redemption transactions through  the  Computer
      Terminals,  through  a  toll-free  telephone   number   or
      otherwise;

   (e)  electronically transferring and receiving funds for Fund
      share  purchases  and  redemptions,  and  confirming   and
      reconciling all such transactions;

   (f) reviewing the activity in Fund accounts;

   (g) providing training and supervision of its personnel; and

   (h)   responding  to  customers'  and  potential   customers'
      questions about the Funds.

The  Services listed above are illustrative only.  The  Provider
is  not  required to perform each Service and may  at  any  time
perform either more or fewer Services than described above.

   3.  During the term of this Agreement, the Funds will pay the
Provider  fees as set forth in a written schedule  delivered  to
the  Provider pursuant to this Agreement.  The fee schedule  for
Provider  may  be changed by FAS sending a new fee  schedule  to
Provider  pursuant to Paragraph 10 of this Agreement.   For  the
payment  period  in  which this Agreement becomes  effective  or
terminates, there shall be an appropriate proration of  the  fee
on  the  basis of the number of days that this Agreement  is  in
effect  during  such  payment period.  To enable  the  Funds  to
comply  with an applicable exemptive order, Provider  represents
that  the  fees  received pursuant to this  Agreement   will  be
disclosed to its customers, will be authorized by its customers,
and will not result in an excessive fee to Provider.

    4.   The  Provider understands that the Department of  Labor
views  ERISA  self-dealing and conflict  of  interest  rules  as
prohibiting  fiduciaries  of  discretionary  ERISA  assets  from
receiving administrative service fees or other compensation from
funds  in  which the fiduciary's discretionary ERISA assets  are
invested.   To date, the Department of Labor has not issued  any
exemptive   order   or  advisory  opinion  that   would   exempt
fiduciaries   from   this  interpretation.    Without   specific
authorization  from the Department of Labor, fiduciaries  should
carefully  avoid  investing discretionary  assets  in  any  fund
pursuant  to  an  arrangement  where  the  fiduciary  is  to  be
compensated by the fund for such investment.

     5.   The  Provider agrees not to solicit  or  cause  to  be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of a Fund in opposition to proxies
solicited by management of the Fund, unless a court of competent
jurisdiction  shall  have  determined  that  the  conduct  of  a
majority  of  the  Board  of Trustees of  the  Fund  constitutes
willful  misfeasance,  bad faith, gross negligence  or  reckless
disregard  of their duties.  This paragraph 5 will  survive  the
term of this Agreement.

     6.  This Agreement shall continue in effect with respect to
each  Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial year  of
this Agreement for one year from the date of its execution,  and
thereafter  for successive periods of one year if  the  form  of
this Agreement is approved at least annually by the Board of the
Funds,  including a majority of the members of the Board of  the
Funds  who are not interested persons of the Funds and  have  no
direct  or indirect financial interest in the operation  of  the
Funds'   Plan   or  in  any  related  documents  to   the   Plan
("Disinterested  Board Members") cast in  person  at  a  meeting
called  for  that  purpose.  If this Agreement is  adopted  with
respect  to  a  Class  after the first  annual  aproval  by  the
Trustees as described above, this Agreement will be effective as
to  that Class upon execution of the applicable exhibit and will
continue  in  effect  until the next  annual  approval  of  this
Agreement by the Trustees and thereafter for successive  periods
of one year subject to approval as described above.

    7.   Notwithstanding  paragraph 6,  this  Agreement  may  be
terminated as follows:

   (a)  at  any time, without the payment of any penalty, by the
      vote  of a majority of the Disinterested Board Members  of
      the  Funds  or by a vote of a majority of the  outstanding
      voting   securities  of  the  Funds  as  defined  in   the
      Investment  Company  Act of 1940, as  amended  (the  "1940
      Act") on not more than sixty (60) days' written notice  to
      the parties to this Agreement;

   (b)  automatically in the event of the Agreement's assignment
      as defined in the 1940 Act ; and

   (c)  by either party to the Agreement without cause by giving
      the  other party at least sixty (60) days' written  notice
      of its intention to terminate.

   8.  The Provider agrees to obtain any taxpayer identification
number  certification from its customers required under  Section
3406  of the Internal Revenue Code of 1986, as amended, and  any
applicable  Treasury regulations, and to provide  the  Funds  or
their  designee  with timely written notice of  any  failure  to
obtain  such  taxpayer  identification number  certification  in
order  to  enable  the  implementation of  any  required  backup
withholding.

    9.   This  Agreement supersedes any prior service agreements
with  respect to the subject matter hereof between  the  parties
for the Fund.

    10.  This  Agreement, including the schedules  and  exhibits
hereto, may be amended by FAS from time to time by the following
procedure.   FAS  will  mail a copy  of  the  amendment  to  the
Provider's  address, as shown below.  If the Provider  does  not
object  to  the  amendment within thirty  (30)  days  after  its
receipt,  the amendment will become part of the Agreement.   The
Provider's objection must be in writing and be received  by  FAS
within such thirty (30) days.

   11. The execution and delivery of this Agreement, pursuant to
the Plan, have been authorized by the Trustees of FAS and signed
by  an  authorized officer of FAS, acting as such,  and  neither
such  authorization  by  such Trustees nor  such  execution  and
delivery  by such officer shall be deemed to have been  made  by
any  of  them individually or to impose any liability on any  of
them  personally, and the obligations of this Agreement are  not
binding  upon any of the Trustees or shareholders  of  FAS,  but
bind  only  the  trust  property  of  FAS  as  provided  in  the
Declaration of Trust of FAS.

   12. The Provider acknowledges and agrees that FAS has entered
into  this  Agreement solely in the capacity of  agent  for  the
Funds  and administrator of the Plans.  The Provider agrees  not
to  claim that FAS is liable for any responsibilities or amounts
due by the Funds hereunder.

    13. This Agreement shall be construed in accordance with the
Laws of the Commonwealth of Pennsylvania.


                                [Provider]


                                Address


                                      City                 State
Zip Code

Dated:                          By:
                                Authorized Signature


                                Title


                                Print Name of Authorized Signer


                                    FEDERATED     ADMINISTRATIVE
SERVICES
                                Federated Investors Tower
                                Pittsburgh, PA  15222-3779



                                By:
                                   Name:
                                   Title:

                                
                            EXHIBIT A
                 Shareholder Services Agreement
                DG Investor Series (the "Funds")

                Funds covered by this Agreement:
                                
                                
                                
                       DG Opportunity Fund
                                

Shareholder Service Fees

      1.   During the term of this Agreement, the Funds will pay
Provider  a  fee  within ____ days of the end of  each  calendar
quarter.  This fee will be computed at the annual rate of  0.15%
of  the  average  net asset value of shares of  the  Funds  held
during  the quarter in accounts for which the Provider  provides
Services under this Agreement.

      2.   For  the  quarterly period in which  the  Shareholder
Services Agreement becomes effective or terminates, there  shall
be  an appropriate proration of any fee payable on the basis  of
the  number  of days that the Agreement is in effect during  the
quarter.

EX-99.SERVICESPLAN

                               -1-
                                
                                     Exhibit (9)(iv) under form
N-1A
                                     Exhibit (10) under Item
601/Reg S-K
                                
                                
                       DG INVESTOR SERIES
                                
                    Shareholder Services Plan

     This  Shareholder Services Plan ("Plan") is adopted  as  of
this      day  of                               , 1994,  by  the
Board  of  Trustees  of  DG  Investor Series  (the  "Trust"),  a
Massachusetts  business trust, with respect to  certain  classes
("Classes")  of  the portfolios of the Trust (the  "Portfolios")
set forth in exhibits hereto.

    1.  This Plan is adopted to allow the Trust to make payments
as  contemplated herein to obtain certain personal services  for
shareholders  and/or  the  maintenance of  shareholder  accounts
("Services").

     2.   This Plan is designed to compensate broker/dealers and
other  participating financial institutions  and  other  persons
("Providers")  for  providing services  to  the  Trust  and  its
shareholders.   The  Plan  will  be  administered  by  Federated
Administrative  Services  ("FAS").   In  compensation  for   the
services provided pursuant to this Plan, Providers will be  paid
a  monthly fee computed at the annual rate not to exceed .15% of
the average aggregate net asset value of the shares of the Trust
held during the month.

     3.   Any  payments made by the Portfolios to  any  Provider
pursuant  to this Plan will be made pursuant to the "Shareholder
Services  Agreement" entered into by FAS on behalf of the  Trust
and  the Provider.  Providers which have previously entered into
"Administrative  Agreements"  or "Rule  12b-1  Agreements"  with
Federated  Securities Corp. may be compensated under  this  Plan
for  Services performed pursuant to those Agreements  until  the
Providers  have  executed  a  "Shareholder  Services  Agreement"
hereunder.

     4.   The  Trust has the right (i) to select,  in  its  sole
discretion, the Providers to participate in the Plan and (ii) to
terminate   without  cause  and  in  its  sole  discretion   any
Shareholder Services Agreement.

    5.  Quarterly in each year that this Plan remains in effect,
FAS  shall prepare and furnish to the Board of Trustees  of  the
Trust,  and the Board of Trustees shall review, a written report
of the amounts expended under the Plan.

     6.  This Plan shall become effective (i) after approval  by
majority votes of:  (a) the Trust's Board of Trustees;  and  (b)
the  members  of  the Board of the Trust who are not  interested
persons  of  the Trust and have no direct or indirect  financial
interest in the operation of the Trust's Plan or in any  related
documents to the Plan ("Disinterested Trustees"), cast in person
at  a meeting called for the purpose of voting on the Plan;  and
(ii) upon execution of an exhibit adopting this Plan.

     7.   This Plan shall remain in effect with respect to  each
Class  presently  set  forth on an exhibit  and  any  subsequent
Classes added pursuant to an exhibit during the initial year  of
the  Plan  for  the period of one year from the date  set  forth
above  and may be continued thereafter if this Plan is  approved
with  respect to each Class at least annually by a  majority  of
the   Trust's   Board  of  Trustees  and  a  majority   of   the
Disinterested Trustees, cast in person at a meeting  called  for
the  purpose  of voting on such Plan.  If this Plan  is  adopted
with  respect to a Class after the first annual approval by  the
Trustees as described above, this Plan will be effective  as  to
that Class upon execution of the applicable exhibit pursuant  to
the  provisions  of paragraph 6(ii) above and will  continue  in
effect  until  the  next annual approval of  this  Plan  by  the
Trustees  and  thereafter for successive  periods  of  one  year
subject to approval as described above.

    8.  All material amendments to this Plan must be approved by
a  vote  of  the  Board  of Trustees of the  Trust  and  of  the
Disinterested Trustees, cast in person at a meeting  called  for
the purpose of voting on it.

     9.   This  Plan  may be terminated at any time  by:  (a)  a
majority vote of the Disinterested Trustees; or (b) a vote of  a
majority  of the outstanding voting securities of the  Trust  as
defined  in Section 2(a)(42) of the  Investment Company  Act  of
1940, as amended.

     10.  While this Plan shall be in effect, the selection  and
nomination  of  Disinterested Trustees of  the  Trust  shall  be
committed  to the discretion of the Disinterested Trustees  then
in office.

      11.  All  agreements  with  any  person  relating  to  the
implementation  of  this  Plan  shall  be  in  writing  and  any
agreement  related to this Plan shall be subject to termination,
without  penalty,  pursuant  to the provisions  of  Paragraph  9
herein.

     12.  This  Plan shall be construed in accordance  with  and
governed by the laws of the Commonwealth of Pennsylvania.

     Witness the due execution hereof this      day  of        ,
1994.


                                     DG INVESTOR SERIES



                                     By:
                                             President













                            EXHIBIT A
                 to Shareholder Services Plan of
                                
                       DG INVESTOR SERIES

                       DG Opportunity Fund
                                

     This Plan is adopted by DG Investor Series with respect to
the Class of Shares of the portfolio of the Trust as set forth
above.

     In compensation for the services provided pursuant to this
Plan, Providers will be paid a monthly fee computed at the
annual rate of 0.15 of 1% of the average aggregate net asset
value of the DG Opportunity Fund held during the month.

     Witness the due execution hereof this         day of
, 1994.



                              DG INVESTOR SERIES



                              By:
                                   President

EX-99.12B-1PLAN

                                1

Exhibit 4
                       DG Investor Series
                              PLAN

     This Plan ("Plan") is adopted as of May 5, 1992, by the
Board of Trustees of DG Investor Series (the "Trust"), a
Massachusetts business trust with respect to certain classes of
shares ("Classes") of the portfolios of the Trust (the "Funds")
set forth in exhibits hereto.

     1.  This Plan is adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940 ("Act") so as to allow the Trust
to make payments as contemplated herein, in conjunction with the
distribution of Classes of the Funds ("Shares").

     2.  This Plan is designed to finance activities of Federated
Securities Corp. ("FSC") principally intended to result in the
sale of Shares to include: (a) providing incentive to
broker/dealers ("Brokers") to sell Shares and to provide
administrative support services to the Funds and their
shareholders; (b) compensating other participating financial
institutions and other persons ("Administrators") for providing
administrative support services to the Funds and their
shareholders; (c) paying for the costs incurred in conjunction
with advertising and marketing of Shares to include expenses of
preparing, printing and distributing prospectuses and sales
literature to prospective shareholders, Brokers or
Administrators, and; (d) other costs incurred in the
implementation and operation of the Plan.  In compensation for
services provided pursuant to this Plan, FSC will be paid a fee
in respect of the Classes set forth on the applicable exhibit.

     3.  Any payment to FSC in accordance with this Plan will be
made pursuant to the "Distributor's Contract" entered into by the
Trust and FSC.  Any payments made by FSC to Brokers and
Administrators with funds received as compensation under this
Plan will be made pursuant to the "Rule 12b-1 Agreement" entered
into by FSC and the Broker or Administrator.

     4.  FSC has the right (i) to select, in its sole discretion,
the Brokers and Administrators to participate in the Plan and
(ii) to terminate without cause and in its sole discretion any
Rule 12b-1 Agreement.

     5.  Quarterly in each year that this Plan remains in effect,
FSC shall prepare and furnish to the Board of Trustees of the
Trust, and the Board of Trustees shall review, a written report
of the amounts expended under the Plan and the purpose for which
such expenditures were made.

     6.  This Plan shall become effective with respect to each
Class (i) after approval by majority votes of:  (a) the Trust's
Board of Trustees; (b) the Disinterested Trustees of the Trust,
cast in person at a meeting called for the purpose of voting on
the Plan; and (c) the outstanding voting securities of the
particular Class, as defined in Section 2(a)(42) of the Act and
(ii) upon execution of an exhibit adopting this Plan with respect
to such Class.

     7.  This Plan shall remain in effect with respect to each
Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial year of
this Plan for the period of one year from the date set forth
above and may be continued thereafter if this Plan is approved
with respect to each Class at least annually by a majority of the
Trust's Board of Trustees and a majority of the Disinterested
Trustees, cast in person at a meeting called for the purpose of
voting on such Plan.  If this Plan is adopted with respect to a
Class after the first annual approval by the Trustees as
described above, this Plan will be effective as to that Class
upon execution of the applicable exhibit pursuant to the
provisions of paragraph 6(ii) above and will continue in effect
until the next annual approval of this Plan by the Trustees and
thereafter for successive periods of one year subject to approval
as described above.

     8.  All material amendments to this Plan must be approved by
a vote of the Board of Trustees of the Trust and of the
Disinterested Trustees, cast in person at a meeting called for
the purpose of voting on it.

     9.  This Plan may not be amended in order to increase
materially the costs which the Classes may bear for distribution
pursuant to the Plan without being approved by a majority vote of
the outstanding voting securities of the Classes as defined in
Section 2(a)(42) of the Act.

     10.  This Plan may be terminated with respect to a
particular Class at any time by: (a) a majority vote of the
Disinterested Trustees; or (b) a vote of a majority of the
outstanding voting securities of the particular Class as defined
in Section 2(a)(42) of the Act; or (c) by FSC on 60 days notice
to the Trust.

     11.  While this Plan shall be in effect, the selection and
nomination of Disinterested Trustees of the Trust shall be
committed to the discretion of the Disinterested Trustees then in
office.

     12.  All agreements with any person relating to the
implementation of this Plan shall be in writing and any agreement
related to this Plan shall be subject to termination, without
penalty, pursuant to the provisions of Paragraph 10 herein.

     13.  This Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.

                                   Exhibit (15)(i)(a) under Form
N-1A
                                   Exhibit (10) under Item
601/Reg S-K

                                
                                
                              PLAN
                            EXHIBIT A

                       DG Investor Series

              DG U.S. Government Money Market Fund


     This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.

     In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .25 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.

     Witness the due execution hereof this 5th day of May, 1992.


                                   DG INVESTOR SERIES


                                   By:/s/ Edward C. Gonzales

                                   President

                                   Exhibit (15)(i)(b) under Form
N-1A
                                   Exhibit (10) under Item
601/Reg S-K



                              PLAN
                            EXHIBIT B

                       DG Investor Series

             DG Limited Term Government Income Fund


     This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.

     In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.

     Witness the due execution hereof this 20th day of July,
1992.


                                   DG INVESTOR SERIES


                                   By:/s/ Edward C. Gonzales

                                   President
                                   Exhibit (15)(i)(c) under Form
N-1A
                                   Exhibit (10) under Item
601/Reg S-K



                              PLAN
                            EXHIBIT C

                       DG Investor Series

                    DG Government Income Fund


     This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.

     In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.

     Witness the due execution hereof this 20th day of July,
1992.


                                   DG INVESTOR SERIES


                                   By:/s/ Edward C. Gonzales

                                   President
                                   Exhibit (15)(i)(d) under Form
N-1A
                                   Exhibit (10) under Item
601/Reg S-K




                              PLAN
                            EXHIBIT D

                       DG Investor Series

                         DG Equity Fund


     This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.

     In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.

     Witness the due execution hereof this 20th day of July,
1992.


                                   DG INVESTOR SERIES


                                   By:/s/ Edward C. Gonzales

                                   President
                                   Exhibit (15)(i)(e) under Form
N-1A
                                   Exhibit (10) under Item
601/Reg S-K




                              PLAN
                            EXHIBIT E

                       DG Investor Series

                    DG Municipal Income Fund


     This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.

     In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.

     Witness the due execution hereof this 12th day of December,
1992.


                                   DG INVESTOR SERIES


                                   By:/s/ Edward C. Gonzales

                                   President
                                   Exhibit (15)(i)(f) under Form
N-1A
                                   Exhibit (10) under Item
601/Reg S-K




                              PLAN
                            EXHIBIT F

                       DG Investor Series

                       DG Opportunity Fund


     This Plan is adopted by DG Investor Series with respect to
the initial Class of Shares of the portfolio of the Trust set
forth above.

     In compensation for the services provided pursuant to this
Plan, FSC will be paid a monthly fee computed at the annual rate
of .35 of 1% of the average aggregate net asset value of the
Shares of DG Investor Series held during the month.

     Witness the due execution hereof this 1st day of June, 1994.


                                   DG INVESTOR SERIES


                                   By:

                                   President

EX-99.12B-1AGREEMNT

                                1

                                   Exhibit (15)(ii) under Form N-
1A
                                   Exhibit (10) under Item
601/Reg S-K


                      RULE 12b-1 AGREEMENT


     This Agreement is made between the Financial Institution
executing this Agreement ("Administrator") and Federated
Securities Corp. ("FSC") for the mutual funds (referred to
individually as the "Fund" and collectively as the "Funds") for
which FSC serves as Distributor of shares of beneficial interest
or capital stock ("Shares") and which have adopted a Rule 12b-1
Plan ("Plan") and approved this form of agreement pursuant to
Rule 12b-1 under the Investment Company Act of 1940.  In
consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:

     1.   FSC hereby appoints Administrator to render or cause
to be rendered sales and administrative support services to the
Funds with respect to the Classes thereof and their
shareholders.

     2.   The services to be provided under Paragraph 1 may
include, but are not limited to, the following:

     (a)  communicating  account openings through computer
      terminals located on the Administrator's premises
      ("computer terminals"), through a toll-free telephone
      number or otherwise;

     (b)  communicating account closings via the computer
      terminals, through a toll-free telephone number or
      otherwise;

     (c)  entering purchase transactions through the computer
      terminals, through a toll-free telephone number or
      otherwise;

     (d)  entering redemption transactions through the computer
      terminals, through a toll-free telephone number or
      otherwise;

     (e)  electronically transferring and receiving funds for
      Fund Share purchases and redemptions, and confirming and
      reconciling all such transactions;

     (f)  reviewing the activity in Fund accounts;

     (g)  providing training and supervision of its personnel;

     (h)  maintaining and distributing current copies of
      prospectuses and shareholder reports;

     (i)  advertising the availability of its services and
      products;

     (j)providing assistance and review in designing materials
      to send to customers and potential customers and
      developing methods of making such materials accessible to
      customers and potential customers; and

     (k)  responding to customers' and potential customers'
      questions about the Funds.

The services listed above are illustrative.  The Administrator
is not required to perform each service and may at any time
perform either more or fewer services than described above.

     3.  During the term of this Agreement, FSC will pay the
Administrator fees for each Fund as set forth in a written
schedule delivered to the Administrator pursuant to this
Agreement.  FSC's fee schedule for Administrator may be changed
by FSC sending a new fee schedule to the Administrator pursuant
to Paragraph 12 of this Agreement.  For the payment period in
which this Agreement becomes effective or terminates, there
shall be an appropriate proration of the fee on the basis of the
number of days that the Rule 12b-1 Agreement is in effect during
the quarter.

     4.  The Administrator will not perform or provide any
duties which would cause it to be a fiduciary under Section 4975
of the Internal Revenue Code, as amended.  For purposes of that
Section, the Administrator understands that any person who
exercises any discretionary authority or discretionary control
with respect to any individual retirement account or its assets,
or who renders investment advice for a fee, or has any authority
or responsibility to do so, or has any discretionary authority
or discretionary responsibility in the administration of such an
account, is a fiduciary.

     5.  The Administrator understands that the Department of
Labor views ERISA as prohibiting fiduciaries of discretionary
ERISA assets from receiving administrative service fees or other
compensation from funds in which the fiduciary's discretionary
ERISA assets are invested.  To date, the Department of Labor has
not issued any exemptive order or advisory opinion that would
exempt fiduciaries from this interpretation.  Without specific
authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund
pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment.  Receipt of such
compensation could violate ERISA provisions against fiduciary
self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.

     6.  The Administrator agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of any or all of the Funds in
opposition to proxies solicited by management of the Fund or
Funds, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of
Trustees of the Fund or Funds constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard of their
duties.  This paragraph 6 will survive the term of this
Agreement.

     7.  With respect to each Fund this Agreement shall continue
in effect for one year from the date of its execution, and
thereafter for successive periods of one year if the form of
this Agreement is approved at least annually by the Trustees of
the Fund, including a majority of the members of the Board of
Trustees of the Fund who are not interested persons of the Fund
and have no direct or indirect financial interest in the
operation of the Fund's Plan or in any related documents to the
Plan ("Disinterested Trustees") cast in person at a meeting
called for that purpose.

     8.  Notwithstanding paragraph 7, this Agreement may be
terminated as follows:

     (a)  at any time, without the payment of any penalty, by
      the vote of a majority of the Disinterested Trustees of
      the Fund or by a vote of a majority of the outstanding
      voting securities of the Fund as defined in the
      Investment Company Act of 1940 on not more than sixty
      (60) days' written notice to the parties to this
      Agreement;

     (b)  automatically in the event of the Agreement's
      assignment as defined in the Investment Company Act of
      1940 or upon the termination of the "Administrative
      Support and Distributor's Contract" or "Distributor's
      Contract" between the Fund and FSC; and

     (c)  by either party to the Agreement without cause by
      giving the other party at least sixty (60) days' written
      notice of its intention to terminate.

     9.   The termination of this Agreement with respect to any
one Fund will not cause the Agreement's termination with respect
to any other Fund.

     10.  The Administrator agrees to obtain any taxpayer
identification number certification from its customers required
under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order to
enable the implementation of any required backup withholding.

     11.  This Agreement supersedes any prior service agreements
between the parties for the Funds.

     12.  This Agreement may be amended by FSC from time to time
by the following procedure.  FSC will mail a copy of the
amendment to the Administrator's address, as shown below.  If
the Administrator does not object to the amendment within thirty
(30) days after its receipt, the amendment will become part of
the Agreement.  The Administrator's objection must be in writing
and be received by FSC within such thirty days.

     13.  This Agreement shall be construed in accordance with
the Laws of the Commonwealth of Pennsylvania.

                              
                              ADMINISTRATOR
                              
                              
                              
                              Address
                              
                              
                              
                              City       State      Zip Code
                              
Dated:
                              By:
                                  Authorized Signature
                              
                              
                              Title
                              
                              
                              Print Name of Authorized Signature
                              
                              
                              
                              
                              FEDERATED SECURITIES CORP.
                              Federated Investors Tower
                              Pittsburgh, Pennsylvania 15222-
                              3779
                              
                              
                              
                              By:
                                 Richard B. Fisher, President
           FEE SCHEDULE FOR RULE 12b-1 AGREEMENT WITH
                   FEDERATED SECURITIES CORP.

                          June 1, 1994

                       DG INVESTOR SERIES

     FSC will pay the Administrator a periodic fee for the
following Funds and Classes computed at an annual rate of the
average net asset value of Shares held in each of these Funds
and Classes during the period in accounts for which the
Administrator provides services under the 12b-1 Agreement, so
long as the average net asset value of the Shares in the Funds
and Classes during the period is at least $100,000.


Fund and Class of Shares                 Fee Rate   Period  Date

DG U.S. Government Money
  Market Fund            .25 of 1%       Quarterly May 5, 1992


DG Limited Term Government
  Income Fund            .35 of 1%       Quarterly July 20, 1992


DG Government Income Fund                .35 of 1% Quarterly
July 20, 1992


DG Equity Fund           .35 of 1%       Quarterly July 20, 1992

DG  Municipal Income Fund .35 od 1%       Quarterly December 12,
1992

DG    Opportunity   Fund        .35   of   1%          Quarterly
, 1994