MONEY MARKET TRUST /PA
485APOS, 1998-07-30
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                                          1933 Act File No. 2-62285
                                          1940 Act File No. 811-2550

                       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.   _42__....................         X

                                                                 and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X

    Amendment No.   _29_   .................................         X

                               MONEY MARKET TRUST

               (Exact Name of Registrant as Specified in Charter)

                            Federated Investors Funds
                              5800 Corporate Drive
                       Pittsburgh, Pennsylvania 15237-7010
                    (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)
    60 days after filing pursuant to paragraph (a) (i) x on September 30, 1998
 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii) on _________________
    pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

 __ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.



                                                               Copies to:

Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C.  20037




<PAGE>


                              CROSS-REFERENCE SHEET


      This Amendment to the Registration Statement of Money Market Trust is
comprised of the following:

PART A.    INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)

Item 1.     Cover Page....................Cover Page.
Item 2.     Synopsis                      Summary of Trust Expenses.
Item 3.     Condensed Financial
            Information                   Financial Highlights.
Item 4.     General Description of
            Registrant....................General Information; Investment 
                                          Information; Investment Objective;
                                          Investment Policies; Investment
                                          Limitations; Investment Risks; 
                                          Performance Information.
Item 5.     Management of the Fund........Trust Information; Management of the 
                                          Trust; Distribution of Shares;
                                          Administration of the Trust.
Item 6.     Capital Stock and Other
            Securities....................Dividends; Capital Gains; Account and 
                                          Share Information; Voting Rights; Tax 
                                          Information; Federal Income Tax; 
                                          State, Local Taxes and Confirmations 
                                          and Account Statements.
Item 7.     Purchase of Securities Being
            Offered.......................Net Asset Value; How to Purchase 
                                          Shares; Purchasing Shares by Wire; 
                                          Automatic Investments;
                                          Purchasing Shares by Check; 
                                          Subaccounting Services.
Item 8.     Redemption or Repurchase......How to Redeem Shares; Redeeming Shares
                                          By Mail; Redeeming Shares by
                                          Telephone; Accounts With Low
                                          Balances.
Item 9.     Pending Legal Proceedings.....None.




<PAGE>


PART B.    INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.    Cover Page....................Cover Page.
Item 11.    Table of Contents.............Table of Contents.
Item 12.    General Information and
            History                       Not Applicable.
Item 13.    Investment Objectives and
            Policies......................Investment Policies; Investment
                                          Limitations.
Item 14.    Management of the Fund........Money Market Trust Management.
Item 15.    Control Persons and Principal
            Holders of Securities         Share Ownership.
Item 16.    Investment Advisory and Other
            Services......................Investment Advisory Services; Other
                                          Services.
Item 17.    Brokerage Allocation..........Brokerage Transactions.
Item 18.    Capital Stock and Other
            Securities                    Massachusetts Partnership Law.
Item 19.    Purchase, Redemption and
            Pricing of Securities
            Being Offered.................Determining Net Asset Value;
                                          Redemption in Kind.
Item 20.    Tax Status....................The Trust's Tax Status.
Item 21.    Underwriters                  Not Applicable.
Item 22.    Calculation of Performance
            Data..........................Performance Information; Yield; 
                                          Effective Yield; Total Return; 
                                          Performance Comparisons.
Item 23.    Financial Statements..........To be filed by Amendment.


- -----------------------------------------------------------------------------
                  
          
- -----------------------------------------------------------------------------

The shares of Money Market Trust (the "Trust") offered by this prospectus
represent interests in an open-end, management investment company (a mutual
fund). The Trust invests in short-term money market securities to achieve
current income consistent with stability of principal.

The shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency. Investment in these
shares involves investment risks, including possible loss of principal. The
Trust attempts to maintain a stable net asset value of $1.00 per share; there
can be no assurance that the Trust will be able to do so.

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

   

The Trust has also filed a Statement of Additional Information dated September
30, 1998, with the Securities and Exchange Commission ("SEC"). 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 or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information, or make inquiries about the Trust, contact the Trust
at the address listed in the back of this prospectus. The Statement of
Additional Information, material incorporated by reference into this document,
and other information regarding the Trust is maintained electronically with the
SEC at Internet Web site (http://www.sec.gov).

    

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

   

Prospectus dated September 30, 1998

    

<PAGE>


Table of Contents

(To be filed by Amendment.)



<PAGE>


Summary of Trust Expenses

(To be filed by Amendment.)



<PAGE>


Financial Highlights

(To be filed by Amendment.)



<PAGE>


General Information

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated July 24, 1978. The Trust is designed for institutional investors
such as banks, fiduciaries, custodians of public funds, and similar
institutional investors as a convenient means of accumulating an interest in a
professionally managed portfolio investing in short-term money market
securities. A minimum initial investment of $25,000 over a 90-day period is
required.

The Trust attempts to stabilize the value of a share at $1.00. Shares are
currently sold and redeemed at that price.

   

Year 2000 Statement. Like other mutual funds and business organizations
worldwide, the Trust's service providers (among them, the adviser, distributor,
administrator and transfer agent) must ensure that their computer systems are
adjusted to properly process and calculate date-related information from and
after January 1, 2000. Many software programs and, to a lesser extent, the
computer hardware in use today cannot distinguish the year 2000 from the year
1900. Such a design flaw could have a negative impact in the handling of
securities trades, pricing and accounting services. The Trust and its service
providers are actively working on necessary changes to computer systems to deal
with the year 2000 issue and believe that systems will be year 2000 compliant
when required. Analysis continues regarding the financial impact of instituting
a year 2000 compliant program on the Trust's operations.

    

Investment Information

Investment Objective

The investment objective of the Trust is stability of principal and current
income consistent with stability of principal. This investment objective cannot
be changed without shareholder approval. While there is no assurance that the
Trust will achieve its investment objective, it endeavors to do so by complying
with the diversification and other requirements of Rule 2a-7 under the
Investment Company Act of 1940 which regulates money market mutual funds and by
following the investment policies described in this prospectus. The investment
policies and limitations set forth below unless otherwise indicated cannot 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.

   

Investment Policies

The Trust pursues its investment objective by investing in a portfolio of money
market securities maturing in thirteen months or less. The Trust will limit the
average maturity of its portfolio to 90 days or less, in order to meet
regulatory requirements. The operating policies stated above may be changed
without shareholder approval. The Trust may attempt to increase yield by trading
portfolio securities to take advantage of short-term market valuations.

    

Acceptable Investments. The Trust invests in high quality money market
instruments that are either rated in the highest short-term rating category by
one or more nationally recognized statistical rating organizations ("NRSROs") or
are of comparable quality to securities having such ratings. Examples of these
instruments include, but are not limited to:

      o domestic issues of corporate debt obligations, including variable rate
        demand notes;

      o commercial paper (including Canadian Commercial Paper and Europaper);

      o certificates of deposit, demand and time deposits, bankers' acceptances
        and other instruments of domestic and foreign banks and other deposit
        institutions ("Bank Instruments");

      o short-term credit facilities;

      o asset-backed securities;

      o obligations  issued or  guaranteed  as to payment of  principal  and
        interest by the U.S.  government  or one of its agencies or
        instrumentalities; and

      o other money market instruments.

The Trust invests only in instruments denominated and payable in U.S. dollars.

    Variable Rate Demand Notes. Variable rate demand notes are long-term debt
    instruments that have variable or floating interest rates and provide the
    Trust with the right to tender the security for repurchase at its stated
    principal amount plus accrued interest. Such securities typically bear
    interest at a rate that is intended to cause the securities to trade at par.
    The interest rate may float or be adjusted at regular intervals (ranging
    from daily to annually), and is normally based on a published interest rate
    or interest rate index. Most variable rate demand notes allow the Trust to
    demand the repurchase of the security on not more than seven days prior
    notice. Other notes only permit the Trust to tender the security at the time
    of each interest rate adjustment or at other fixed intervals. See "Demand
    Features." The Trust treats variable rate demand notes as maturing on the
    later of the date of the next interest rate adjustment or the date on which
    the Trust may next tender the security for repurchase.

    Bank Instruments. The Trust only invests in Bank Instruments either issued
    by an institution having capital, surplus and undivided profits over $100
    million, or insured by the Bank Insurance Fund ("BIF") or the Savings
    Association Insurance Fund ("SAIF"). Bank Instruments may include Eurodollar
    Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit ("Yankee
    CDs"), and Eurodollar Time Deposits ("ETDs"). The Trust will treat
    securities credit enhanced with a bank's letter of credit as Bank
    Instruments.

    Asset-Backed Securities. Asset-backed securities are securities issued by
    special purpose entities whose primary assets consist of a pool of loans or
    accounts receivable. The securities may take the form of beneficial
    interests in special purpose trusts, limited partnership interests, or
    commercial paper or other debt securities issued by a special purpose
    corporation. Although the securities often have some form of credit or
    liquidity enhancement, payments on the securities depend predominantly upon
    collections of the loans and receivables held by the issuer.

    Short-Term Credit Facilities. The Trust may enter into, or acquire
    participations in, short-term borrowing arrangements with corporations,
    consisting of either a short-term revolving credit facility or a master note
    agreement payable upon demand. Under these arrangements, the borrower may
    reborrow funds during the term of the facility. The Trust treats any
    commitments to provide such advances as a standby commitment to purchase the
    borrower's notes.

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

Credit Enhancement. Certain of the Trust's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance. Any bankruptcy,
receivership, default, or change in the credit quality of the party providing
the credit enhancement will adversely affect the quality and marketability of
the underlying security and could cause losses to the Trust and affect its share
price.

Demand Features. The Trust may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Trust. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities, or by
another third party, and may not be transferred separately from the underlying
security. The Trust uses these arrangements to provide the Trust with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership, or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.

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

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

   

Restricted and Illiquid Securities. As a matter of operating policy, which may
be changed without shareholder approval, the Trust may invest in restricted
securities. Restricted securities are any securities in which the Trust may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities law. Under criteria
established by the Trustees, certain restricted securities are determined to be
liquid. To the extent that restricted securities are not determined to be
liquid, the Trust will limit their purchase, together with other illiquid
securities, including repurchase agreements providing for settlement in more
than seven days after notice, to 10% of its net assets.

Investing in Securities of Other Investment Companies. The fund may invest its
assets in securities of other investment companies as an efficient means of
carrying out its investment policies. It should be noted that investment
companies incur certain expenses, such as management fees, and, therefore, any
investment by the Fund in shares of other investment companies may be subject to
such duplicate expenses.

    

Investment Risks

ECDs, ETDs, Yankee CDs, Canadian Commercial Paper, and Europaper are subject to
different risks than domestic obligations of domestic banks or corporations.
Examples of these risks include international economic and political
developments, foreign governmental restrictions that may adversely affect the
payment of principal or interest, foreign withholding or other taxes on interest
income, difficulties in obtaining or enforcing a judgment against the issuing
entity, and the possible impact of interruptions in the flow of international
currency transactions. Risks may also exist for ECDs, ETDs, and Yankee CDs
because the banks issuing these instruments, or their domestic or foreign
branches, are not necessarily subject to the same regulatory requirements that
apply to domestic banks, such as reserve requirements, loan limitations,
examinations, accounting, auditing, recordkeeping, and the public availability
of information. These factors will be carefully considered by the Trust's
adviser in selecting investments for the Trust.

Investment Limitations

The Trust will not borrow money or pledge securities except, under certain
circumstances, the Trust may borrow up to one-third of the value of its total
assets and pledge assets to secure such borrowings.



Trust Information

Management of the Trust

Board of Trustees. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all the
Trust's powers except those reserved for the shareholders. An Executive
Committee of the Board of Trustees handles the Board's responsibilities between
meetings of the Board.

Investment Adviser. Investment decisions for the Trust are made by Federated
Research, the Trust's investment adviser, subject to direction by the Trustees.
The adviser continually conducts investment research and supervision for the
Trust and is responsible for the purchase and sale of portfolio instruments.

    Advisory Fees. The adviser receives an annual investment advisory fee equal
    to 0.40% of the Trust's average daily net assets. In addition, under the
    investment advisory contract, the advisor will waive the amount, limited to
    the amount of the advisory fee, by which the Trust's aggregate annual
    operating expenses, including the investment advisory fee but excluding
    interest, taxes, brokerage commissions, expenses of registering and
    qualifying the Trust and its shares under federal and state laws and
    regulations, expenses of withholding taxes, and extraordinary expenses,
    exceed 0.45% of its average daily net assets.

       

    Adviser's Background. Federated Research, a Delaware business trust,
    organized on April 11, 1989, is a registered investment adviser under the
    Investment Advisers Act of 1940. It is a subsidiary of Federated Investors,
    Inc. All of the Class A (voting) shares of Federated Investors, Inc. are
    owned by a trust, the trustees of which are John F. Donahue, Chairman and
    Director of Federated Investors, Inc., Mr. Donahue's wife, and Mr. Donahue's
    son, J. Christopher Donahue, who is President and Director of Federated
    Investors, Inc.

    Federated Research and other subsidiaries of Federated Investors, Inc. serve
    as investment advisers to a number of investment companies and private
    accounts. Certain other subsidiaries also provide administrative services to
    a number of investment companies. With over $120 billion invested across
    more than 300 funds under management and/or administration by its
    subsidiaries, as of December 31, 1997, Federated Investors, Inc. is one of
    the largest mutual fund investment managers in the United States. With more
    than 2,000 employees, Federated continues to be led by the management who
    founded the company in 1955. Federated funds are presently at work in and
    through approximately 4,000 financial institutions nationwide.

        

Both the Trust and the adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Trust and its portfolio securities.
These codes recognize that such persons owe a fiduciary duty to the Trust's
shareholders and must place the interests of shareholders ahead of the
employees' own interests. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Trust; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Trustees, and could
result in severe penalties.

   
Distribution of Shares

Federated Securities Corp. is the principal distributor for shares of the Trust.
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, Inc.

Shareholder Services. The Trust has entered into a Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary of Federated
Investors, Inc., under which the Trust may make payments up to .25% of the
average daily net asset value of its shares, computed at an annual rate, to
obtain certain personal services for shareholders and to maintain shareholder
accounts. From time to time and for such periods as deemed appropriate, the
amount stated above may be reduced voluntarily. Under the Shareholder Services
Agreement, Federated Shareholder Services will either perform shareholder
services directly or will select financial institutions to perform shareholder
services. Financial institutions will receive fees based upon shares 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 Trust and
Federated Shareholder Services.

    

Supplemental Payments to Financial Institutions. In addition to payments made
pursuant to the Shareholder Services Agreement, Federated Securities Corp. and
Federated Shareholder Services, from their own assets, may pay financial
institutions supplemental fees for the performance of substantial sales
services, distribution-related support services, or shareholder services. The
support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Trust. Such assistance will be
predicated upon the amount of shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Trust`s investment adviser or its affiliates.

Administration of the Trust

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

            Maximum Fee             Average Aggregate Daily Net Assets

              .15%                      on the first $250 million

              .125%                     on the next $250 million

              .10%                      on the next $250 million

              .075%                     on assets in excess of $750 million

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

Net Asset Value

The Trust attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting total liabilities from total assets
and dividing the remainder by the number of shares outstanding. The Trust cannot
guarantee that its net asset value will always remain at $1.00 per share.

The net asset value is determined at 12:00 noon, 3:00 p.m. (Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New York
Stock Exchange, Monday through Friday, except on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day.

How to Purchase Shares

Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York Stock
Exchange is open for business. Shares may be purchased either by wire or by
check. The Trust reserves the right to reject any purchase request.

To make a purchase, open an account by calling Federated Securities Corp.
Information needed to establish the account will be taken by telephone. The
minimum initial investment is $25,000. However, an account may be opened with a
smaller amount as long as the minimum is reached within 90 days. Minimum
investments will be calculated by combining all accounts maintained with the
Trust. Financial institutions may impose different minimum investment
requirements on their customers.

Purchasing Shares By Wire. Shares may be purchased by Federal Reserve wire by
calling the Trust before 3:00 p.m. (Eastern time) to place an order. The order
is considered received immediately. Payment by federal funds must be received
before 3:00 p.m. (Eastern time) that day. Federal funds should be wired as
follows: Federated Shareholder Services Company, c/o State Street Bank and Trust
Company, Boston, MA; Attention: EDGEWIRE; For Credit to: Money Market Trust;
Fund Number (this number can be found on the account statement or by contacting
the Trust); Group Number or Order Number; Nominee or Institution Name; and ABA
Number 011000028. Shares cannot be purchased by wire on holidays when wire
transfers are restricted. Questions on wire purchases should be directed to your
shareholder services representative at the telephone number listed on your
account statement.

Purchasing Shares By Check. Shares may be purchased by sending a check to
Federated Shareholder Services Company, P.O. Box 8600, Boston, MA 02266-8600.
The check should be made payable to: Money Market Trust. Please include an
account number on the check. Orders by mail are considered received when payment
by check is converted into federal funds (normally the business day after the
check is received), and shares begin earning dividends the next day.

Automatic Investments. Investors may establish accounts with their financial
institutions to have cash accumulations automatically invested in the Trust. The
investments may be made on predetermined dates or when the investor's account
reaches a certain level. Participating financial institutions are responsible
for prompt transmission of orders relating to the program, and they may charge
for their services. Investors should read this prospectus along with the
financial institution's agreement or literature describing these services and
fees.

Subaccounting Services. Financial institutions are encouraged to open single
master accounts. A subaccounting system is available through the transfer agent
to minimize internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions may charge or pass through subaccounting fees as part of or in
addition to normal trust or agency account fees. They may also charge fees for
other services provided which may be related to the ownership of Trust shares.
This prospectus should, therefore, be read together with any agreement between
the customer and the financial institution with regard to the services provided,
the fees charged for those services, and any restrictions and limitations
imposed.

How to Redeem Shares

Shares are redeemed at their net asset value next determined after Federated
Shareholder Services Company receives the redemption request. Redemptions will
be made on days on which the Trust computes its net asset value. Redemption
requests must be received in proper form and can be made as described below.

Redeeming Shares By Telephone. Redemptions in any amount may be made by calling
the Trust provided the Trust has a properly completed authorization form. These
forms can be obtained from Federated Securities Corp. Proceeds from redemption
requests received before 3:00 p.m. (Eastern time) will be wired the same day to
the shareholder's account at a domestic commercial bank which is a member of the
Federal Reserve System, but will not include that day's dividend. Proceeds from
redemption requests received after that time include that day's dividend but
will be wired the following business day. Proceeds from redemption requests on
holidays when wire transfers are restricted will be wired the following business
day. Questions about telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at the
telephone number listed on your account statement.

Telephone instructions may be recorded and if reasonable procedures are not
followed by the Trust, 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 this occurs, "Redeeming Shares By Mail"
should be considered. If at any time the Trust shall determine it necessary to
terminate or modify the telephone redemption privilege, shareholders would be
promptly notified.

Redeeming Shares By Mail. Shares may be redeemed in any amount by mailing a
written request to: Federated Shareholder Services Company, P.O. Box 8600,
Boston, MA 02266-8600. If share certificates have been issued, they should be
sent unendorsed with the written request by registered or certified mail to the
address noted above.

The written request should state: the Trust name; the account name as registered
with the Trust; the account number; and the number of shares to be redeemed or
the dollar amount requested. All owners of the account must sign the request
exactly as the shares are registered. Normally, a check for the proceeds is
mailed within one business day, but in no event more than seven days, after the
receipt of a proper written redemption request. Dividends are paid up to and
including the day that a redemption request is processed.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Trust or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Trust does not accept signatures guaranteed by a notary public.

Account and Share Information

Dividends. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on payment dates in additional shares of the Trust
unless cash payments are requested by writing to the Trust. Shares purchased by
wire before 3:00 p.m. (Eastern time) begin earning dividends that day. Shares
purchased by check begin earning dividends the day after the check is converted
into federal funds.

Capital Gains. The Trust does not expect to realize any capital gains or losses.
If capital gains or losses were to occur, they could result in an increase or
decrease in dividends. The Trust will distribute in cash or additional shares
any realized net long-term capital gains at least once every 12 months.

   

Account Activity.  Shareholders will receive periodic  statements  reporting all
account  activity,  including  dividends  paid.  The Trust will not issue  share
certificates.

    

Accounts with Low Balances. Due to the high cost of maintaining accounts with
low balances, the Trust may redeem shares in any account, except accounts
maintained by retirement plans, and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000 due to
shareholder redemptions. 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.

Voting Rights. Each share of the Trust owned by a shareholder gives that
shareholder one vote in Trustee elections and other matters submitted to
shareholders for vote. The Trust is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in the
Trust's operation and for election of Trustees under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting shall be called by the Trustees upon the written request of
shareholders owning at least 10% of the outstanding shares of the Trust.

Tax Information

Federal Income Tax

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

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

State and Local Taxes

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

Performance Information

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

Yield represents the annualized rate of income earned on an investment over a
seven-day period. It is the annualized dividends earned during the period on an
investment shown as a percentage of the investment. The effective yield is
calculated similarly to the yield, but when annualized, the income earned by an
investment is assumed to be reinvested daily. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

Total return represents the change, over a specified period of time, in the
value of an investment in the Trust after reinvesting all income distributions.
It is calculated by dividing that change by the initial investment and is
expressed as a percentage.

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





<PAGE>


Addresses

   

Money Market Trust
                                                Federated Investors Funds
                                                5800 Corporate Drive
                                                Pittsburgh, PA 15237-7000

Distributor

            Federated Securities Corp.
                                                Federated Investors Tower
                                                1001 Liberty Avenue
                                                Pittsburgh, PA  15222-3779

Investment Adviser

            Federated Research
                                                Federated Investors Tower
                                                1001 Liberty Avenue
                                                Pittsburgh, PA   15222-3779

Custodian

            State Street Bank and Trust Company
                                                P.O. Box 8600
                                                Boston, MA  02266-8600

Transfer Agent and Dividend Disbursing Agent

            Federated Shareholder Services Company
                                                P.O. Box 8600
                                                Boston, MA 02266-8600

Independent Auditors

            Deloitte & Touche LLP
                                                2500 One PPG Place
                                                Pittsburgh, PA  15222-5401



<PAGE>





- -------------------------------------------------------------------------------




                                                  

- -------------------------------------------------------------------------------
                                Prospectus

                                   
                                An   Open-End,   Management   Investment
                                Company

                                Prospectus dated September 30, 1998
     CUSIP 609900105
     8083102A (9/98)

    


Money Market Trust



                       Statement of Additional Information











This Statement of Additional Information should be read with the prospectus of
Money Market Trust (the "Trust") dated September 30, 1998. This Statement is not
a prospectus. You may request a copy of a prospectus or a paper copy of this
Statement, if you have received it electronically, free of charge by calling
1-800-341-7400.

   

      Money Market Trust

      Federated Investors Funds

      5800 Corporate Drive
        Pittsburgh, PA 15237-7000

                       Statement dated September 30, 1998

Cusip 609900105
8083102B (9/98)

     


<PAGE>


Table of Contents
  (To be filed by Amendment.)


<PAGE>


Investment Policies
Unless indicated otherwise, the 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.

Acceptable Investments

When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of the
security; the issuer of any demand feature applicable to the security; or any
guarantor of either the security or any demand feature.

U.S. Government Securities

The types of U.S. government  securities in which the Trust may invest generally
include direct  obligations of the U.S.  Treasury (such as U.S.  Treasury bills,
notes,  and bonds)  and  obligations  issued or  guaranteed  by U.S.  government
agencies or instrumentalities. These securities are backed by:

  o the full faith and credit of the U.S. Treasury;

  o the issuer's right to borrow from the U.S. Treasury;

  o the discretionary authority of the U.S. government to purchase certain 
    obligations of agencies or instrumentalities; or

  o the credit of the agency or instrumentality issuing the obligations.

Bank Instruments

The instruments of banks and savings associations whose deposits are insured by
the Bank Insurance Fund ("BIF") or the Savings Association Insurance Fund
("SAIF"), such as certificates of deposit, demand and time deposits, savings
shares, and bankers' acceptances, are not necessarily guaranteed by those
organizations. In addition to domestic bank instruments, the Trust may invest
in: Eurodollar Certificates of Deposit issued by foreign branches of U.S. or
foreign banks; Eurodollar Time Deposits, which are U.S. dollar-denominated
deposits in foreign branches of U.S. or foreign banks; Canadian Time Deposits,
which are U.S. dollar-denominated deposits issued by branches of major Canadian
banks located in the United States; and Yankee Certificates of Deposit, which
are U.S. dollar-denominated certificates of deposit issued by U.S. branches of
foreign banks and held in the United States.

Ratings

A nationally recognized statistical rating organization ("NRSRO") highest rating
category is determined without regard for sub-categories and gradations. For
example, securities rated A-1 or A-1+ by Standard & Poor's Ratings Group
("S&P"), Prime-1 by Moody's Investors Service, Inc. ("Moody's"), or F-1 (+ or -)
by Fitch Investors Service, Inc. ("Fitch") are all considered rated in the
highest short-term rating category. The Trust will follow applicable regulations
in determining whether a security rated by more than one NRSRO can be treated as
being in the highest short-term rating category; currently, such securities must
be rated by two NRSROs in their highest rating category. See "Regulatory
Compliance."

When-Issued and Delayed Delivery Transactions

These transactions are made to secure what is considered to be an advantageous
price or yield for the Trust. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Trust in a dollar
amount sufficient to make payment for the securities to be purchased are:
segregated on the Trust's records at the trade date; marked to market daily; and
maintained until the transaction is settled. The Trust does not intend to engage
in when-issued and delayed delivery transactions to an extent that would cause
the segregation of more than 20% of the total value of its assets.

Repurchase Agreements

The Trust believes that under the regular procedures normally in effect for
custody of the Trust's portfolio securities subject to repurchase agreements, a
court of competent jurisdiction would rule in favor of the Trust and allow
retention or disposition of such securities. The Trust will only enter into
repurchase agreements with banks and other recognized financial institutions,
such as broker/dealers, which are deemed by the Trust's adviser to be
creditworthy pursuant to guidelines established by the Trustees.

   

Restricted and Illiquid Securities

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933. The Trustees consider the following criteria in determining the
liquidity of certain restricted securities:

    the frequency of trades and quotes for the security;

    the number of dealers  willing to  purchase  or sell the  security  and the
    number of other potential buyers;

    dealer undertakings to make a market in the security; and

    the nature of the security and the nature of the marketplace trades.



Investing in Securities of Other Investment Companies

The Fund may invest in the securities of affiliated money market funds as an
efficient means of managing the Fund's uninvested cash.

    

Credit Enhancement

The Trust typically evaluates the credit quality and ratings of credit-enhanced
securities based upon the financial condition and ratings of the party providing
the credit enhancement (the "credit enhancer"), rather than the issuer.
Generally, the Trust will not treat credit-enhanced securities as being issued
by the credit enhancer for diversification purposes. However, under certain
circumstances applicable regulations may require the Trust to treat securities
as having been issued by both the issuer and the credit enhancer.

Investment Limitations
Selling Short and Buying on Margin

The Trust will not sell any securities short or purchase any securities on
margin but may obtain such short-term credits as may be necessary for clearance
of purchases and sales of securities.

Borrowing Money

The Trust will not borrow money except as a temporary measure for extraordinary
or emergency purposes and then only in amounts not in excess of 5% of the value
of its total assets or in an amount up to one-third of the value of its total
assets, including the amount borrowed, in order to meet redemption requests
without immediately selling any portfolio securities (any such borrowings under
this section will not be collateralized).

Pledging Assets

The Trust will not pledge securities.

Investing in Commodities, Minerals, or Real Estate

The Trust will not invest in commodities, commodity contracts, oil, gas, or
other mineral programs or real estate, except that it may purchase money market
instruments issued by companies which invest in or sponsor interests therein.

Underwriting

The Trust will not underwrite any issue of securities, except as it may be
deemed to be an underwriter under the Securities Act of 1933 in connection with
the sale of restricted securities which the Trust may purchase pursuant to its
investment objective, policies, and limitations.

Lending Cash or Securities

The Trust will not lend any assets of the Trust, except that it may purchase or
hold money market instruments, including repurchase agreements and variable
amount and variable rate notes, permitted by its investment objective and
policies.

Acquiring Securities

The Trust will not acquire the voting securities of any issuers. It will not
invest in securities issued by any other investment company, except as part of a
merger, consolidation, or other acquisition. It will not invest in securities of
a company for the purpose of exercising control or management.

   

    



Investing in Foreign Securities

The Trust will not invest in foreign securities which are not publicly traded in
the United States.

Investing in Issuers Whose Securities are Owned by Officers of the Trust

The Trust will not purchase or retain in its portfolio securities issued by an
issuer, any of whose officers, directors or security holders is an officer,
director or Trustee of the Trust or adviser if, after the purchase of the
securities of such issuer by the Trust, one or more of such officers, directors
or Trustees owns beneficially more than 1/2 of 1% of the shares or securities or
both of such issuer, and such officer, director and trustee owning more than 1/2
of 1% of such shares or securities, together own beneficially more than 5% of
such shares or securities.

Concentration of Investments

The Fund will not purchase securities if as a result of such purchase more than
25% of the value of its total assets would be invested in any one industry.
However, investing in bank instruments such as time and demand deposits and
certificates of deposit, U.S. Treasury Bills or securities issued or guaranteed
by the U.S. Government, its agencies or instrumentalities, or instruments
secured by these money market instruments, such as repurchase agreements for
Government securities, shall not be considered investments in any one industry.

The above limitations cannot be changed without shareholder approval.

For purposes of the above limitations, the Trust considers instruments 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." 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 limitation.

The Trust did not borrow money or pledge securities in excess of 5% of the value
of its net assets during the last fiscal year and has no present intent to do so
during the coming fiscal year.



   

Investing in Restricted and Illiquid Securities

The Trust will not invest more than 10% of the value of its net assets in
illiquid securities including certain restricted securities not determined to be
liquid under criteria established by the Trustees and repurchase agreements
providing for settlement in more than seven days after notice.

    



<PAGE>


Money Market Trust Management
Officers and Trustees are listed with their addresses, birthdates, present
positions with Money Market Trust, and principal occupations.


John F. Donahue@*
                                Federated Investors Tower

Pittsburgh, PA

Birthdate: July 28, 1924

Chairman and Trustee

Chairman  and  Trustee,  Federated  Investors,   Federated  Advisers,  Federated
Management,  and Federated Research;  Chairman and Director,  Federated Research
Corp. and Federated Global Research Corp.;  Chairman,  Passport Research,  Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Company.


Thomas G. Bigley
                                15 Old Timber Trail

Pittsburgh, PA

Birthdate: February 3, 1934

Trustee

Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.


John T. Conroy, Jr.
                                Wood/IPC Commercial Department

                                John R. Wood and Associates, Inc., Realtors

                                3255 Tamiami Trail North

                                Naples, FL

Birthdate: June 23, 1937

Trustee

President,  Investment Properties  Corporation;  Senior Vice-President,  John R.
Wood and Associates,  Inc., Realtors;  Partner or Trustee in private real estate
ventures in Southwest Florida; formerly,  President, Naples Property Management,
Inc. and Northgate Village Development  Corporation;  Director or Trustee of the
Funds.


William J. Copeland
                                One PNC Plaza - 23rd Floor

Pittsburgh, PA

Birthdate: July 4, 1918

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.



<PAGE>



James E. Dowd
                                571 Hayward Mill Road

Concord, MA

Birthdate: May 18, 1922

Trustee

Attorney-at-law;  Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.


Lawrence D. Ellis, M.D.*
                                3471 Fifth Avenue, Suite 1111

Pittsburgh, PA

Birthdate: October 11, 1932

Trustee

Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center--Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.


Edward L. Flaherty, Jr.@
                                Miller, Ament, Henny & Kochuba

                                205 Ross Street

Pittsburgh, PA

Birthdate: June 18, 1924

Trustee

Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.


Peter E. Madden
                                One Royal Palm Way

                                100 Royal Palm Way

Palm Beach, FL

Birthdate: March 16, 1942

Trustee

Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.


Gregor F. Meyer
                                203 Kensington Ct.

Pittsburgh, PA

Birthdate: October 6, 1926

Trustee

Chairman, Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Retired from
the law firm of Miller, Ament, Henny & Kochuba; Director or Trustee of the
Funds.




<PAGE>



John E. Murray, Jr., J.D., S.J.D.
                                President, Duquesne University

Pittsburgh, PA

Birthdate: December 20, 1932

Trustee

President, Law Professor, Duquesne University; Consulting Partner, Mollica &
Murray; Director or Trustee of the Funds.


Wesley W. Posvar
                                1202 Cathedral of Learning

                                University of Pittsburgh

Pittsburgh, PA

Birthdate: September 14, 1925

Trustee

Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.


Marjorie P. Smuts
                                4905 Bayard Street

Pittsburgh, PA

Birthdate: June 21, 1935

Trustee

Public  Relations/Marketing/Conference  Planning;  Director  or  Trustee  of the
Funds.


Glen R. Johnson
                                Federated Investors Tower

Pittsburgh, PA

Birthdate: May 2, 1929

President

Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp.


J. Christopher Donahue
                                Federated Investors Tower

Pittsburgh, PA

Birthdate: April 11, 1949

Executive Vice President

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


Edward C. Gonzales
                                Federated Investors Tower

Pittsburgh, PA

Birthdate: October 22, 1930

Executive Vice President

Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.


John W. McGonigle
                                Federated Investors Tower

Pittsburgh, PA

Birthdate: October 26, 1938

Executive Vice President, Secretary, and Treasurer

Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.


Richard B. Fisher
                                Federated Investors Tower

Pittsburgh, PA

Birthdate: May 17, 1923

Vice President

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

* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.

@  Member of the Executive Committee. The Executive Committee of the Board of
   Trustees handles the responsibilities of the Board between meetings of the
   Board.

As referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:

111 Corcoran Funds; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.;
Federated GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance Series;
Federated Investment Portfolios; Federated Investment Trust; Federated Master
Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The
Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; Wesmark Funds; and World Investment Series, Inc.

Share Ownership

Officers and Trustees as a group own less than 1% of the Trust.

   

As of July 7, 1998, the following shareholders of record owned 5% or more of the
outstanding shares of the Trust: Fiduciary Trust Company International, New
York, NY, owned approximately 55,461,900 shares (14.73%); and The State Bank,
Fenton, MI, owned approximately 25,635,178 shares (6.81%).

    



<PAGE>


Trustee Compensation


<TABLE>
<CAPTION>

<S>                       <C>            <C>  


                         AGGREGATE
NAME,                  COMPENSATION
                   POSITION WITH FROM TOTAL COMPENSATION PAID
                                                         Trust Trust*# FROM FUND COMPLEX
John F. Donahue,            $0          $-0- for the Trust and
Chairman and Trustee                    56 other investment companies in the Fund Complex

Thomas G. Bigley        $1,452          $108,725 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

John T. Conroy          $1,597          $119,615 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

William J. Copeland     $1,597          $119,615 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

James E. Dowd           $1,597          $119,615 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D. $1,452          $108,725 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

Edward L. Flaherty, Jr. $1,597          $119,615 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

Peter E. Madden         $1,452          $108,725 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

Gregor F. Meyer         $1,452          $108,725 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

John E. Murray, Jr.     $1,452          $108,725 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

Wesley W. Posvar        $1,452          $108,725 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex

Marjorie P. Smuts       $1,452          $108,525 for the Trust and
Trustee                                 56 other investment companies in the Fund Complex
</TABLE>

* Information is furnished for the fiscal year ended July 31, 1997.

# The aggregate compensation is provided for the Trust which is comprised of one
portfolio.

  The information is provided for the last calendar year.

Trustee Liability

The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, they are not protected
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.

Investment Advisory Services
Investment Adviser

The Trust's investment adviser is Federated Research. It is a subsidiary of
Federated Investors. All the voting securities of Federated Investors are owned
by a trust, the trustees of which are John F. Donahue, his wife and his son, J.
Christopher Donahue.

The adviser shall not be liable to the Trust or any shareholder for any losses
that may be sustained in the purchase, holding, or sale of any security or for
anything done or omitted by it, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
imposed upon it by its contract with the Trust.

Advisory Fees

For its advisory services, Federated Research receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended July 31,
1997, 1996, and 1995, the adviser earned $2,020,387, $1,925,061, and $2,213,807,
respectively, of which $662,649, $666,410, and $803,723, respectively, were
waived.

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
guidelines established by the Trustees. The adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Trust or to the adviser and may include: 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. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Trust 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. 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.

Although investment decisions for the Trust are made independently from those of
the other accounts managed by the adviser, investments of the type the Trust may
make may also be made by those other accounts. When the Trust and one or more
other accounts managed by the adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Trust or the size of the position obtained or disposed of by the Trust. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Trust.

Other Services
Trust Administration

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described in the
prospectus. From March 1, 1994 to March 1, 1996, Federated Administrative
Services served as the Trust's Administrator. Prior to March 1, 1994, Federated
Administrative Services, Inc. served as the Trust's Administrator. Both former
Administrators are subsidiaries of Federated Investors. For purposes of this
Statement of Additional Information, Federated Services Company and Federated
Administrative Services may hereinafter collectively be referred to as the
"Administrators." For the fiscal years ended July 31, 1997, 1996, and 1995, the
Administrators earned $381,501, $364,005, and $418,963, respectively.

Custodian and Portfolio Accountant

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Trust. Federated Services Company, Pittsburgh,
Pennsylvania, provides certain accounting and recordkeeping services with
respect to the Trust's portfolio investments. The fee paid for this service is
based upon the level of the Trust's average net assets for the period plus
out-of-pocket expenses.

Transfer Agent

Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records. For
its services, the transfer agent receives a fee based on the number of
shareholder accounts.

Independent Auditors

The independent auditors for the Trust are Deloitte & Touche LLP, Pittsburgh,
Pennsylvania.

Shareholder Services

This arrangement permits the payment of fees to Federated Shareholder Services
to cause services to be provided which are necessary for the maintenance of
shareholder accounts and to encourage personal services to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include but are not limited to
providing office space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing purchase and
redemption transactions and automatic investments of client account cash
balances; answering routine client inquiries; and assisting clients in changing
dividend options, account designations, and addresses.

By adopting the Shareholder Services Agreement, the Trustees expect that the
Trust will benefit by: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding promptly to
shareholders' requests and inquiries concerning their accounts.

For the fiscal period ended July 31, 1997, the Trust paid shareholder service
fees in the amount of $1,262,741 of which $1,010,193 were waived.

Determining Net Asset Value
The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Trust computed by dividing the annualized daily income on the Trust's portfolio
by the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Trust's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into account
current market conditions and the Trust's investment objective. The procedures
include monitoring the relationship between the amortized cost value per share
and the net asset value per share based upon available indications of market
value. The Trustees will decide what, if any, steps should be taken if there is
a difference of more than 0.5% between the two values. The Trustees will take
any steps they consider appropriate (such as redemption in kind or shortening
the average portfolio maturity) to minimize any material dilution or other
unfair results arising from differences between the two methods of determining
net asset value.

Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Trust's net asset value, whichever is less, for any one shareholder within a
90-day period. Any redemption beyond this amount will also be in cash unless the
Trustees determine that further payments should be in kind. In such cases, the
Trust will pay all or a portion of the remainder of the redemption in portfolio
instruments valued in the same way as the Trust determines net asset value. The
portfolio instruments will be selected in a manner that the Trustees deem fair
and equitable. Redemption in kind is not as liquid as a cash redemption. If
redemption is made in kind, shareholders who sell these securities could receive
less than the redemption value and could incur certain transaction costs.

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

The Trust's Tax Status
To qualify for the special tax treatment afforded to regulated investment
companies, the Trust 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.

Performance Information
Performance depends upon such variables as: portfolio quality; average portfolio
maturity; type of instruments in which the portfolio is invested; changes in
interest rates; changes in expenses; and the relative amount of cash flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in shares of
the Trust, the performance will be reduced for those shareholders paying those
fees.

Yield

The yield is calculated based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by: determining
the net change in the value of a hypothetical account with a balance of one
share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional shares purchased with
dividends earned from the original one share and all dividends declared on the
original and any purchased shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7.

The Trust's yield for the seven-day period ended July 31, 1997, was 5.23%.

Effective Yield

The effective yield is calculated by compounding the unannualized base period
return by: adding 1 to the base period return; raising the sum to the 365/7th
power; and subtracting 1 from the result. The Trust's effective yield for the
seven-day period ended July 31, 1997, was 5.37%.

Total Return

Average annual total return is the average compounded rate of return for a given
period that would equate a $1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value is computed by multiplying
the number of shares owned at the end of the period by the net asset value per
share at the end of the period. The number of shares owned at the end of the
period is based on the number of shares purchased at the beginning of the period
with $1,000, adjusted over the period by any additional shares, assuming the
monthly reinvestment of all dividends and distributions. The Trust's average
annual total returns for the one- five- and ten- year period ended July 31, 1997
were 5.19%, 4.42% and 5.78%, respectively.

Performance Comparisons

Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Trust uses in advertising may include:

  o Lipper Analytical Services, Inc., ranks funds in various fund categories
    based on total return, which assumes the reinvestment of all income
    dividends and capital gains distributions, if any.

  o IBC/Donoghue's Money Fund Report publishes annualized yields of money market
    funds weekly. Donoghue's Money Market Insight publication reports monthly
    and 12-month-to-date investment results for the same money funds.

  o Money, a monthly magazine, regularly ranks money market funds in various
categories based on the latest available seven-day effective yield.

  o Salomon 30-Day CD Index compares rate levels of 30-day certificates of
deposit from the top ten prime representative banks.

Advertising and other promotional literature may include charts, graphs and
other illustrations using the Trust's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Trust can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.

Economic and Market Information

Advertising and sales literature for the Trust may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by portfolio managers and their views and analysis on how such
developments could affect the funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute.

About Federated Investors
Federated Investors is dedicated to meeting investor needs which is reflected in
its investment decision making--structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands of
clients and their customers.

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. These traders handle trillions of dollars
in annual trading volume.

In the money market sector, Federated Investors gained prominence in the mutual
fund industry in 1974 with the creation of the first institutional money market
fund. Simultaneously, the company pioneered the use of the amortized cost method
of accounting for valuing shares of money market funds, a principal means used
by money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1996, Federated Investors managed more than $50.3 billion in assets across 50
money market funds, including 18 government, 11 prime and 21 municipal with
assets approximating $28.0 billion, $12.8 billion and $9.5 billion,
respectively.

J. Thomas Madden, Executive Vice President, oversees Federated Investors' equity
and high-yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated Investors' domestic fixed income management. Henry
A. Frantzen, Executive Vice President, oversees the management of Federated
Investors' international and global portfolios.

Mutual Fund Market

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3.5 trillion to the more than 6,000 funds available.*



<PAGE>




Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:

Institutional Clients

Federated Investors meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional clients
include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.

Bank Marketing

Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

Broker/Dealers and Bank Broker/Dealer Subsidiaries

Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.





* Source: Investment Company Institute




PART C.    OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:

   (a)   Financial Statements (to be filed by amendment)
   (b)   Exhibits:
          (1)  Conformed copy of Declaration of Trust of the Registrant; (14)
          (2)  (i)  Copy of By-Laws of the Registrant; (14)
               (ii) Copy of Amendment to By-Laws of Registrant; (14)
          (3)  Not applicable;
          (4) Copy of Specimen Certificate for Shares of Beneficial
          Interest of the Registrant; (14) (5) Conformed copy of
          Investment Advisory Contract of the Registrant; (14) (6)
          (i)Conformed copy of Distributor's Agreement; (13)
               (ii)   The Registrant hereby incorporates the conformed
                      copy of the specimen Mutual Funds Sales and
                      Service Agreement; Mutual Funds Service
                      Agreement, and Plan Trustee/Mutual Funds Service
                      Agreement from Item 24(b)6 of the Cash Trust
                      Series II Registration Statement on Form N-1A,
                      filed with the Commission on July 24, 1995. (File
                      Nos. 33-38550 and 811-6269).
          (7)  Not applicable;
          (8) Conformed copy of Custodian Agreement of the Registrant;
(13)
          (9)  Conformed copy of Agreement for Fund Accounting Services,
               Shareholder Recordkeeping, and Custody Services Procurement; (13)
               (ii) The responses described in Item 24(b)6 are hereby 
                    incorporated by reference.
         (10)  Not applicable;
         (11)  Conformed copy of Consent of Independent Auditors; (15)
         (12)  Not Applicable;
         (13)  Conformed Copy of Initial Capital Understanding; (14)
         (14)  Not applicable;
         (15)  Not applicable;
         (16)  Schedule for Computation of Fund Performance Yield
               Calculation; (14)
         (17)  Copy of Financial Data Schedule; (15)
         (18)  Not applicable;
         (19)  Conformed copy of Power of Attorney; (15)

Item 25.    Persons Controlled by or Under Common Control with Registrant
            None

+     All exhibits have been filed electronically.

13.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 37 on Form N-1A filed September 29, 1995. (File No. 2-62285)

14.  Response is  incorporated  by reference  to  Registrant's  Post-  Effective
     Amendment No. 39 on Form N-1A filed September 26, 1996. (File No. 2-62285)

15.  Response is  incorporated  by reference  to  Registrant's  Post-  Effective
     Amendment No. 41 on Form N-1A filed September 19, 1997. (File No. 2-62285)


<PAGE>


Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                       as of July 7, 1998
            --------------                      -------------------

            Shares of beneficial interest             2,456
            (no par value)

Item 27.    Indemnification:  (2.)

Item 28. Business and Other Connections of Investment Adviser:

(a)      For a description of the other business of the investment adviser, see
         the section entitled "Trust Information - Management of the Trust" in
         Part A. The affiliations with the Registrant of four of the Trustees
         and one of the Officers of the investment adviser are included in Part
         B of this Registration Statement under "Money Market Trust Management -
         Officers and Trustees." The remaining Trustee of the investment
         adviser, his position with the investment adviser, and, in parentheses,
         his principal occupation is: Mark D. Olson (Partner, Wilson, Halbrook &
         Bayard), 107 W. Market Street, Georgetown, Delaware 19947.

         The remaining Officers of the investment adviser are:
         Executive Vice Presidents:          William D. Dawson, III
                                             Henry A. Frantzen
                                             J. Thomas Madden
         Senior Vice Presidents:             Peter R. Anderson
                                             Drew J. Collins
                                             Jonathan C. Conley
                                             Deborah A. Cunningham
                                             Mark E. Durbiano
                                             J. Alan Minteer
                                             Susan M. Nason
                                             Mary Jo Ochson
         Vice Presidents:                    J. Scott Albrecht
                                             Joseph M. Balestrino
                                             Randall S. Bauer
                                             David F. Belton
                                             David A. Briggs
                                             Kenneth J. Cody
                                             Alexandre de Bethmann
                                             Michael P. Donnelly
                                             Linda A. Duessel
                                             Donald T. Ellenberger
                                             Kathleen M. Foody-Malus
                                             Thomas M. Franks
                                             Edward C. Gonzales
                                             James E. Grefenstette
                                             Susan R. Hill
                                             Stephen A. Keen
                                             Robert K. Kinsey
                                             Robert M. Kowit
                                             Jeff A. Kozemchak
                                             Marian R. Marinack
                                             Sandra L. McInerney
                                             Robert J. Ostrowski
                                             Charles A. Ritter
                                             Scott B. Schermerhorn
                                             Frank Semack

2.   Response is  incorporated  by  reference  to  Registrant's  Post  Effective
     Amendment  No. 4 on Form N-1 filed  November  20,  1980.  (File No.  ------
     2-62285)

                                             Aash M. Shah
                                             William F. Stotz
                                             Tracy P. Stouffer
                                             Edward J. Tiedge

                                             Paige M. Wilhelm
                                             Jolanta M. Wysocka
         Assistant Vice Presidents:          Todd A. Abraham
                                             Stefanie L. Bachhuber
                                             Arthur J. Barry
                                             Micheal W. Casey
                                             Robert E. Cauley
                                             Donna M. Fabiano
                                             John T. Gentry
                                             William R. Jamison
                                             Constantine Kartsonsas
                                             Robert M. Marsh
                                             Joseph M. Natoli
                                             Keith J. Sabol
                                             Michael W. Sirianni
                                             Gregg S. Tenser
         Secretary:                          Stephen A. Keen
         Treasurer:                          Thomas R. Donahue
         Assistant Secretaries:              Thomas R. Donahue
                                             Richard B. Fisher
                                             Christine I. McGonigle
         Assistant Treasurer:                Richard B. Fisher

         The business address of each of the Officers of the investment adviser
         is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
         These individuals are also officers of a majority of the investment
         advisers to the Funds listed in Part B of this Registration Statement.


<PAGE>


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: 111 Corcoran Funds; Arrow Funds; Automated
      Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund,
      Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series;
      Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate
      U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
      Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund,
      Inc.; Federated Fund for U.S. Government Securities, Inc.; Federated GNMA
      Trust; Federated Government Income Securities, Inc.; Federated Government
      Trust; Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
      Federated Income Securities Trust; Federated Income Trust; Federated Index
      Trust; Federated Institutional Trust; Federated Insurance Series;
      Federated Investment Portfolios; Federated Investment Trust; Federated
      Master Trust; Federated Municipal Opportunities Fund, Inc.; Federated
      Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
      Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
      Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated
      Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
      Government Bond Fund; Federated U.S. Government Securities Fund: 1-3
      Years; Federated U.S. Government Securities Fund: 2-5 Years; Federated
      U.S. Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.;
      First Priority Funds; Fixed Income Securities, Inc.; High Yield Cash
      Trust; Independence One Mutual Funds; Intermediate Municipal Trust;
      International Series, Inc.; Investment Series Funds, Inc.; Investment
      Series Trust; Liberty U.S. Government Money Market Trust; Liquid Cash
      Trust; Managed Series Trust; Marshall Funds, Inc.; Money Market
      Management, Inc.; Money Market Obligations Trust; Money Market Obligations
      Trust II; Money Market Trust; Municipal Securities Income Trust; Newpoint
      Funds; Peachtree Funds; RIMCO Monument Funds; SouthTrust Vulcan Funds;
      Star Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The
      Planters Funds; The Virtus Funds; The Wachovia Funds; The Wachovia
      Municipal Funds; Tower Mutual 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 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.



<PAGE>



            (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, Asst.
                              Secretary and Asst.
                              Treasurer, Federated
                              Securities Corp.

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

Thomas R. Donahue             Director, Assistant Secretary
Federated Investors Tower     and Assistant Treasurer
Pittsburgh, PA 15222-3779     Federated Securities Corp

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

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

David M. Taylor               Executive Vice President             --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Laura M. Deger                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

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

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

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

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

Teresa M. Antoszyk            Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Byron F. Bowman               Vice President, Secretary,           --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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

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

G. Michael Cullen             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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



<PAGE>


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

John K. Goettlicher           Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Bruce E. Hastings             Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Beth A. Hetzel                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

James E. Hickey               Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Brian G. Kelly                Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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


Thomas A. Peters III          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

Richard A. Recker             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

George D. Riedel              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

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

Brian S. Ronayne              Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck          Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward L. Smith               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

John A. Staley                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

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

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

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

Miles J. Wallace              Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779



<PAGE>


John F. Wallin                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

Edward J. Wojnarowski         Vice President,                      --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Edward R. Bozek               Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Terri E. Bush                 Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings          Assistant Vice President,            --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley                 Treasurer,                           --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Leslie K. Platt               Assistant Secretary,                 --
Federated Investors Tower     Federated Securities Corp.
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 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Registrant                                Federated Investors Tower
                                          Pittsburgh, PA  15222-3779

Federated Shareholder Services Company    P.O. Box 8600
("Transfer Agent and Dividend             Boston, MA
Federated Services Company                02266-8600
Disbursing Agent)

Federated Services Company                Federated Investors Tower
("Administrator")                         Pittsburgh, PA 15222-3779

Federated Research                        Federated Investors Tower
("Adviser")                               Pittsburgh, PA 15222-3779

            State Street Bank and Trust Company       P.O. Box 8600
            ("Custodian")                             Boston, MA  02266-8600

Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:

            Registrant hereby undertakes to comply with the provisions of
            Section 16(c) of the 1940 Act with respect to the removal of
            Trustees and the calling of special shareholder meetings by
            shareholders.



<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MONEY MARKET TRUST, 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 30th day of July, 1998.

                               MONEY MARKET TRUST

                  BY: /s/ Nicholas J. Seitanakis
                  Nicholas J. Seitanakis, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  July 30, 1998

    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/Nicholas J. Seitanakis
    Nicholas J. Seitanakis        Attorney In Fact    July 30, 1998
    ASSISTANT SECRETARY           For the Persons
                                  Listed Below

    NAME                            TITLE

John F. Donahue*                  Chairman and Trustee
                                  (Chief Executive Officer)

Glen R. Johnson*                  President

Edward C. Gonzales*               Executive Vice President

John W. McGonigle*                Executive Vice President, Secretary 
                                  and Treasurer
                                  (Principal Financial and
                                  Accounting Officer)

Thomas G. Bigley*                 Trustee

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

John E. Murray, Jr.*              Trustee

Wesley W. Posvar*                 Trustee

Marjorie P. Smuts*                Trustee
* By Power of Attorney






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