SUB-ITEM 77-E   LEGAL PROCEEDINGS
Since October 2003, Federated and related
entities (collectively, "Federated") and various
Federated-sponsored mutual funds (Funds)
have been named as defendants in several
class action
lawsuits now pending in the United States
District Court for the District of Maryland.
The lawsuits were
purportedly filed on behalf of people who
purchased, owned and/or redeemed shares of
certain Funds
during specified periods beginning November 1, 1998.
The suits are generally similar in alleging that
Federated engaged in illegal and improper
trading practices including market timing and
late trading in
concert with certain institutional traders,
which allegedly caused financial injury to the
mutual fund
shareholders. Federated without admitting the
validity of any claim has reached a preliminary
settlement
with the Plaintiffs in these cases. Any settlement
would have to be approved by the Court.
     Federated entities have also been named as
defendants in several additional lawsuits that
are now
upon similar allegations may be filed in the future.
The
potential impact of these lawsuits, all of which seek
monetary damages, attorneys' fees and expenses,
and future potential similar suits is uncertain.
Although we do not believe that these lawsuits will
have a
material adverse effect on the Funds, there can be
no assurance that these suits, ongoing adverse
publicity and/or other developments resulting from
the allegations in these matters will not result in
increased redemptions, or reduced sales of shares of
the Funds or other adverse consequences for the
Funds.