MONEY MARKET TRUST /PA
NSAR-A, 2000-03-28
Previous: MICRO GENERAL CORP, 10-K405, 2000-03-28
Next: MUELLER PAUL CO, DFAN14A, 2000-03-28



<PAGE>      PAGE  1
000 A000000 01/31/2000
000 C000000 0000067578
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MONEY MARKET TRUST
001 B000000 811-2550
001 C000000 4122888634
002 A000000 FEDERATED INVESTORS TOWER
002 B000000 PITTSBURGH
002 C000000 PA
002 D010000 15222
002 D020000 3779
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
007 C010200  2
007 C010300  3
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
008 A000001 FEDERATED INVESTMENT MANAGEMENT COMPANY
008 B000001 A
008 C000001 801-34609
008 D010001 PITTSBURGH
008 D020001 PA
008 D030001 15222
008 D040001 3779
010 A000001 FEDERATED SERVICES COMPANY
010 C010001 PITTSBURGH
010 C020001 PA
010 C030001 15222
010 C040001 3779
011 A000001 FEDERATED SECURITIES CORP.
011 B000001 8-15561
011 C010001 PITTSBURGH
011 C020001 PA
011 C030001 15222
011 C040001 3779
<PAGE>      PAGE  2
012 A000001 FEDERATED SHAREHOLDER SERVICES COMPANY
012 B000001 84-1869
012 C010001 PITTSBURGH
012 C020001 PA
012 C030001 15222
012 C040001 3779
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 BOSTON
013 B020001 MA
013 B030001 02116
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02266
015 C040001 8600
015 E010001 X
015 A000002 BANKERS TRUST CO.
015 B000002 S
015 C010002 NEW YORK
015 C020002 NY
015 C030002 10015
015 E010002 X
015 A000003 BANK OF NEW YORK
015 B000003 S
015 C010003 NEW YORK
015 C020003 NY
015 C030003 10006
015 E010003 X
015 A000004 THE CHASE MANHATTAN CORP.
015 B000004 S
015 C010004 NEW YORK
015 C020004 NY
015 C030004 10006
015 E010004 X
015 A000005 MORGAN GUARANTY BANK & TRUST CO.
015 B000005 S
015 C010005 NEW YORK
015 C020005 NY
015 C030005 10015
015 E010005 X
015 A000006 NATIONSBANK OF NORTH CAROLINA
015 B000006 S
015 C010006 CHARLOTTE
015 C020006 NC
015 C030006 28255
015 E010006 X
015 A000007 PNC BANK, NA
015 B000007 S
015 C010007 PITTSBURGH
015 C020007 PA
<PAGE>      PAGE  3
015 C030007 15265
015 E010007 X
018  000000 Y
019 A000000 N
019 B000000    0
020 C000001      0
020 C000002      0
020 C000003      0
020 C000004      0
020 C000005      0
020 C000006      0
020 C000007      0
020 C000008      0
020 C000009      0
020 C000010      0
021  000000        0
022 A000001 BANK OF AMERICA
022 C000001   1899370
022 D000001         0
022 A000002 DEUTSCHE BANK
022 C000002   1033800
022 D000002         0
022 A000003 TORONTO DOMINION BANK
022 C000003    638000
022 D000003         0
022 A000004 ABN AMRO CHICAGO CORP
022 C000004    558300
022 D000004         0
022 A000005 GOLDMAN SACHS
022 B000005 13-5108880
022 C000005    360739
022 D000005      9968
022 A000006 WARBURG DILLON REED LLC
022 C000006    302200
022 D000006         0
022 A000007 PARIBAS CORP
022 C000007    280000
022 D000007         0
022 A000008 BEAR STEARNS SECURITIES CORP
022 B000008 13-3299429
022 C000008    270400
022 D000008         0
022 A000009 LEHMAN BROTHERS, INC.
022 B000009 13-2518466
022 C000009    246297
022 D000009         0
022 A000010 DLJ CAPITAL MARKETS LLC
022 C000010    197700
022 D000010         0
023 C000000    6999255
023 D000000     104482
<PAGE>      PAGE  4
024  000000 N
025 D000001       0
025 D000002       0
025 D000003       0
025 D000004       0
025 D000005       0
025 D000006       0
025 D000007       0
025 D000008       0
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 Y
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 Y
028 A010000    185731
028 A020000         0
028 A030000         0
028 A040000    180852
028 B010000    166430
028 B020000       354
028 B030000         0
028 B040000    170512
028 C010000    152407
028 C020000       314
028 C030000         0
028 C040000    143875
028 D010000    142357
028 D020000       330
028 D030000         0
028 D040000    161943
028 E010000    254240
028 E020000       301
028 E030000         0
028 E040000    247302
028 F010000    168137
028 F020000       309
028 F030000         0
028 F040000    156766
028 G010000   1069302
028 G020000      1608
028 G030000         0
028 G040000   1061250
028 H000000         0
029  000000 N
030 A000000      0
030 B000000  0.00
<PAGE>      PAGE  5
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
033  000000      0
034  000000 N
035  000000      0
036 B000000      0
037  000000 N
038  000000      0
039  000000 N
040  000000 N
042 A000000   0
042 B000000   0
042 C000000   0
042 D000000   0
042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
043  000000      0
044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.400
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 N
051  000000 N
<PAGE>      PAGE  6
052  000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 N
054 B000000 N
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 N
054 I000000 N
054 J000000 N
054 K000000 N
054 L000000 N
054 M000000 N
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056  000000 N
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 Y
060 B000000 Y
061  000000    25000
062 A000000 Y
062 B000000   0.0
062 C000000   0.0
062 D000000   1.6
062 E000000   0.0
062 F000000   2.1
062 G000000   0.0
062 H000000   0.0
062 I000000  53.3
062 J000000   0.0
062 K000000   0.0
062 L000000  37.5
062 M000000   0.0
062 N000000   0.0
062 O000000   0.0
062 P000000   0.0
062 Q000000   0.0
062 R000000   0.0
063 A000000  44
063 B000000  0.0
064 A000000 Y
064 B000000 N
066 A000000 N
<PAGE>      PAGE  7
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 Y
070 B010000 N
070 B020000 N
070 C010000 N
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 N
070 K020000 N
070 L010000 Y
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 N
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 Y
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000         0
071 B000000         0
071 C000000         0
071 D000000    0
072 A000000  6
072 B000000    10965
072 C000000        0
072 D000000        0
072 E000000        0
072 F000000      785
072 G000000      148
<PAGE>      PAGE  8
072 H000000        0
072 I000000       64
072 J000000       16
072 K000000       11
072 L000000        0
072 M000000        7
072 N000000       10
072 O000000        0
072 P000000        0
072 Q000000       41
072 R000000        7
072 S000000        4
072 T000000      490
072 U000000        0
072 V000000        0
072 W000000       16
072 X000000     1599
072 Y000000      706
072 Z000000    10072
072AA000000        0
072BB000000        0
072CC010000        0
072CC020000        0
072DD010000    10772
072DD020000        0
072EE000000        0
073 A010000   0.0300
073 A020000   0.0000
073 B000000   0.0000
073 C000000   0.0000
074 A000000        0
074 B000000     6300
074 C000000   383428
074 D000000        0
074 E000000        0
074 F000000        0
074 G000000        0
074 H000000        0
074 I000000        0
074 J000000        0
074 K000000        0
074 L000000     2138
074 M000000        0
074 N000000   391866
074 O000000        0
074 P000000        0
074 Q000000        0
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000     1805
<PAGE>      PAGE  9
074 S000000        0
074 T000000   390061
074 U010000   390061
074 U020000        0
074 V010000     1.00
074 V020000     0.00
074 W000000   1.0000
074 X000000      788
074 Y000000        0
075 A000000   390345
075 B000000        0
076  000000     0.00
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 Y
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078  000000 N
SIGNATURE   STEVE KEANE
TITLE       ASST. GEN. COUNSEL


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                         6
<CIK>                             0000067578
<NAME>                            Money Market trust
<SERIES>
     <NUMBER>                     001
     <NAME>                       Money Market trust

<S>                               <C>
<PERIOD-TYPE>                     6-MOS
<FISCAL-YEAR-END>                 Jul-31-2000
<PERIOD-END>                      Jan-31-2000
<INVESTMENTS-AT-COST>             389,727,919
<INVESTMENTS-AT-VALUE>            389,727,919
<RECEIVABLES>                     2,137,481
<ASSETS-OTHER>                    0
<OTHER-ITEMS-ASSETS>              0
<TOTAL-ASSETS>                    391,865,400
<PAYABLE-FOR-SECURITIES>          1,000
<SENIOR-LONG-TERM-DEBT>           0
<OTHER-ITEMS-LIABILITIES>         1,803,710
<TOTAL-LIABILITIES>               1,804,710
<SENIOR-EQUITY>                   0
<PAID-IN-CAPITAL-COMMON>          390,060,690
<SHARES-COMMON-STOCK>             390,060,690
<SHARES-COMMON-PRIOR>             384,400,408
<ACCUMULATED-NII-CURRENT>         0
<OVERDISTRIBUTION-NII>            0
<ACCUMULATED-NET-GAINS>           0
<OVERDISTRIBUTION-GAINS>          0
<ACCUM-APPREC-OR-DEPREC>          0
<NET-ASSETS>                      390,060,690
<DIVIDEND-INCOME>                 0
<INTEREST-INCOME>                 10,965,325
<OTHER-INCOME>                    0
<EXPENSES-NET>                    (892,802)
<NET-INVESTMENT-INCOME>           10,072,523
<REALIZED-GAINS-CURRENT>          0
<APPREC-INCREASE-CURRENT>         0
<NET-CHANGE-FROM-OPS>             10,072,523
<EQUALIZATION>                    0
<DISTRIBUTIONS-OF-INCOME>         (10,072,523)
<DISTRIBUTIONS-OF-GAINS>          0
<DISTRIBUTIONS-OTHER>             0
<NUMBER-OF-SHARES-SOLD>           1,069,301,832
<NUMBER-OF-SHARES-REDEEMED>       (1,061,249,944)
<SHARES-REINVESTED>               1,608,394
<NET-CHANGE-IN-ASSETS>            9,660,282
<ACCUMULATED-NII-PRIOR>           0
<ACCUMULATED-GAINS-PRIOR>         0
<OVERDISTRIB-NII-PRIOR>           0
<OVERDIST-NET-GAINS-PRIOR>        0
<GROSS-ADVISORY-FEES>             784,957
<INTEREST-EXPENSE>                0
<GROSS-EXPENSE>                   1,599,302
<AVERAGE-NET-ASSETS>              390,345,455
<PER-SHARE-NAV-BEGIN>             1.000
<PER-SHARE-NII>                   0.030
<PER-SHARE-GAIN-APPREC>           0.000
<PER-SHARE-DIVIDEND>              (0.030)
<PER-SHARE-DISTRIBUTIONS>         0.000
<RETURNS-OF-CAPITAL>              0.000
<PER-SHARE-NAV-END>               1.000
<EXPENSE-RATIO>                   0.46
[AVG-DEBT-OUTSTANDING]            0
[AVG-DEBT-PER-SHARE]              0.000



</TABLE>

Exhibit 77N

The following Executive Committee and Board of Directors meeting minutes and
Letters to the SEC describe action taken during Money Market Trust's
reporting period with respect to defaulted securities held during the period
covered by this report.
MINUTES OF THE MEETING
HELD AUGUST 10, 1999
OF THE EXECUTIVE COMMITTEE OF:

Cash Trust Series, Inc.  ("CTSI")
Federated Insurance Series  ("FINS")
Money Market Management, Inc.  ("MMM")
Money Market Obligations Trust  ("MMOT")
Money Market Trust  ("MMT")

(the "Funds")
________________________________________________________________________
	Pursuant to call, a telephonic meeting (the "Meeting") of the
Funds convened at 4:30 P.M. on Tuesday, August 10, 1999 at the Federated
Investors, Inc. ("Federated") Tower, Pittsburgh, Pennsylvania.
	The following members, constituting the Executive Committee (the
"Committee"), were present at the meeting:

John F. Donahue (by telephone)
John E. Murray, Jr., J.D. (by telephone)
	The following persons were also present in person, unless noted
otherwise, at the Meeting:
	G. Andrew Bonnewell, Senior Corporate Counsel, Federated

	Jonathan Conley, Senior Vice President, Federated Global
Investment 	Management Company, Federated Investment Counseling,
Federated 	Investment Management Company, and Passport Research Limited
	("Federated Advisory Companies")

	William D. Dawson, III, Executive Vice President and Chief
Investment 	Officer, Federated Advisory Companies

	J. Christopher Donahue (via telephone), President and Chief
Executive 	Officer, Federated; 	President, Federated Advisory
Companies; Officer of 	the Funds

	Thomas R. Donahue, Vice President, Chief Financial Officer and
	Treasurer, Federated

	Emily H. Emigh, Senior Vice President, Federated Administrative
Services 	("FAS"); Director of Internal Audit, Federated

	Raymond Hanley, Senior Vice President, Federated Investors
	Management Company ("FIMCo")

	Stephen A. Keen, General Counsel, Federated

	Suzanne W. Land, Paralegal Supervisor, Federated

	Denis McAuley, III, Senior Vice President, FIMCo, Vice President,
FII 	Holdings, Inc., and Assistant Treasurer, Federated

	John W. McGonigle, Chief Legal Officer and Executive Vice
President, 	Federated; Officer of the Funds

	Leslie K. Ross, Associate Corporate Counsel, Federated

	Richard J. Thomas, Vice President, FAS
	Mr. Stephen A. Keen stated that the purpose of the meeting was to
discuss the likely default of funding agreements (the "Funding
Agreements") issued by General American Life Insurance Company
("General American") and held by Automated Cash Management Trust
("ACMT"), a portfolio of MMOT; Federated Master Trust ("FMT"), a
portfolio of MMOT; Federated Prime Money Fund II ("IFPMF"), a
portfolio of FINS; MMM; MMT; and Prime Cash Series ("PCS"), a
portfolio of CTSI (collectively, "the Money Market Funds").  Mr. Keen
described the structure of the Funding Agreements, indicating that they
were contracts between General American and the Money Market Funds.  Mr.
Keen reported that each of the Funding Agreements included a demand
feature, exercisable on seven days' notice, which entitled the Money
Market Funds to receive their invested funds back from General American.
He noted that the Money Market Funds had exercised their demand features
on August 4, 1999, and were due payment from General American on August
11, 1999.  He reported that earlier in the day,  Federated Investment
Management Company (the "Adviser"), investment adviser to the Money
Market Funds, had received information that General American had
defaulted on similar funding agreements with other investors who had
exercised demand features.   In addition, the Adviser had discovered
that General American had requested and received administrative
supervision from the Missouri insurance commissioner.  Mr. Keen noted
such action could constitute an event of insolvency under Rule 2a-7 of
the Investment Company Act of 1940.  He added that it was likely that
the Adviser would determine that the Funding Agreements no longer
presented minimal credit risks.  Mr. Keen said that as a consequence,
the Money Market Funds were required to dispose of the Funding
Agreements unless the Board of Directors of the Money Market Funds found
that such disposal would not be in the best interests of the Money
Market Funds.  Mr. Keen asked Mr. Dawson to provide background on the
General American situation.
	Mr. William D. Dawson, III indicated that the General American
situation resulted from its issuance of a significant amount of short-
term funding agreements to large institutional investors, primarily
money market funds.  He said that the funding agreements included a
demand feature exercisable on seven days' notice.  He indicated that on
July 30, 1999, Moody's Investors Services, Inc. ("Moody's") downgraded
General American's long-term rating from A2 to A3 and a large number of
investors exercised their demand features.  Mr. Dawson said that this
required General American to raise a significant amount of cash within a
short time frame, and that it had inadequate liquidity resources to do
so.
	Mr. Dawson noted that in a press release earlier in the day,
General American had indicated that it was well capitalized and had
adequate assets to meet its obligations.  He further noted that the
press release indicated that General American had requested
administrative supervision to allow it to respond to its institutional
investors, making certain that all its obligations were honored.  Mr.
Dawson indicated that based on such information, he believed that the
General American situation was an issue of liquidity, not insolvency,
and that a loss under the Funding Agreements was unlikely.
	Mr. Dawson then chronicled recent ratings of General American.  He
reported that on March 5, 1999, Moody's downgraded General American's
long-term rating from A1 to A2.  He said that shortly thereafter,
Federated downgraded its rating of General American from a 3 to a 4. Mr.
Dawson said that on July 30, 1999, Moody's downgraded General American's
long-term rating from A2 to A3.  Mr. Dawson noted that on August 9,
1999, Moody's downgraded General American's long-term rating from A3 to
Ba1 and Standard & Poor's ("S&P") downgraded General American's short-
term rating from A-1+ to A-3.  On August 10, 1999, S&P downgraded
General American's short-term ratings from A-3 to R and Duff & Phelps
Credit Rating Co. downgraded General American's short-term and long
term-ratings from D-1/AA to D-5/DD. Mr. Keen interjected that due to the
prior day's downgrades, the Funding Agreements were not eligible
securities for the Money Market Funds.
	Mr. Keen then noted that the net asset value of the Money Market
Funds was protected by portfolio insurance issued by a subsidiary of
Zurich American Insurance Group.  Mr. Keen explained that the insurance
policy provides that, in the event of a default in a portfolio of any of
the  Money Market Funds, the insurance company will pay the fund the
amount, up to the policy limit, necessary for the Money Market Funds to
continue to price their shares at $1.00.  Mr. Keen noted that the
insurance policy provides coverage for losses up to $150,000,000.  Mr.
Dawson interjected that there was minimal risk that, if the Funding
Agreements were not paid in full, the loss would exceed the Money Market
Funds' default insurance coverage.
	Mr. Keen then discussed options for resolving the issue and
pricing the Money Market Funds.  He indicated that the Money Market
Funds could either liquidate or retain the Funding Agreements.  However,
he noted that an immediate liquidation was not viable because the
Funding Agreements were actually contracts between General American and
the Money Market Funds, and were thus not readily transferable.  Mr.
Dawson interjected that market conditions would likely affect the
orderly disposition of the Funding Agreements, even if they could be
transferred. Mr. Keen then discussed the means for valuing shares.
After full discussion, the Executive Committee of each of the Funds,
individually, and unanimously,
RESOLVED,	that the Executive Committee of the Money Market
Funds hereby determines that  each of the Money
Market Funds could continue to use the amortized
cost method of valuing its shares and that it
was not in the best interest of the Money Market
Funds to liquidate the funding agreements.
The Committee then agreed to submit this determination to the
Board for ratification.  It was also noted that the Committee would
reconvene, if necessary.
	There being no further business to come before the Committee, the
meeting was thereupon duly adjourned.

					Respectfully submitted,

					/s/ John F. Donahue
					John F. Donahue

					/s/ John E. Murray, Jr. J.D.
					John E. Murray, Jr., J.D.
MINUTES OF THE MEETING
HELD AUGUST 11, 1999
OF THE BOARDS OF:

Cash Trust Series, Inc.  ("CTSI")
Federated Insurance Series  ("FINS")
Money Market Management, Inc.  ("MMM")
Money Market Obligations Trust  ("MMOT")
Money Market Trust  ("MMT")

("the Funds")
________________________________________________________________________

	Pursuant to call, a Special Telephonic Meeting (the "Meeting")
of the Board of Directors (the "Board") of the Funds convened at
10:00 A.M. on Wednesday, August 11, 1999, at Federated Investors, Inc.
("Federated") Tower, Pittsburgh, Pennsylvania.
The following members, constituting the full Board, with the
exception of Peter E. Madden, were present at the Meeting via telephone
(unless noted otherwise):
	John F. Donahue (in person)		J. Christopher Donahue
	Thomas G. Bigley				Lawrence D. Ellis, M.D.
	John T. Conroy, Jr.				Edward L. Flaherty, Jr.
	Nicholas P. Constantakis			Charles F. Mansfield,
Jr.
	William J. Copeland				John E. Murray, Jr.,
J.D.
	John F. Cunningham			Wesley W. Posvar
							Marjorie P. Smuts
							John S. Walsh
	The following persons were also present in person (unless noted
otherwise) at the Meeting:
	G. Andrew Bonnewell, Senior Corporate Counsel, Federated

	Jonathan Conley, Senior Vice President, Federated Global
Investment 	Management Company, Federated Investment Counseling,
Federated 	Investment Management Company, and Passport Research Limited
	("Federated Advisory Companies")

	William D. Dawson, III, Executive Vice President and Chief
Investment 	Officer, Federated Advisory Companies

	J. Christopher Donahue, President and Chief Executive Officer,
Federated; 	President, Federated Advisory Companies; Officer of the
Funds (via 	telephone)

	Thomas R. Donahue, Vice President, Chief Financial Officer and
	Treasurer, Federated

	Emily H. Emigh, Senior Vice President and Director of Internal
Audit, 	Federated Administrative Services ("FAS")

	Raymond Hanley, Senior Vice President, Federated Investors
	Management Company ("FIMCo")

	Stephen A. Keen, General Counsel, Federated

	Suzanne W. Land, Paralegal Supervisor, Federated

	Denis McAuley, III, Senior Vice President, FIMCo, Vice President,
FII 	Holdings, Inc., and Assistant Treasurer, Federated

	John W. McGonigle, Chief Legal Officer and Executive Vice
President, 	Federated; Officer of the Funds

	Matthew G. Maloney (via telephone), Partner, Dickstein Shapiro
Morin & 	Oshinsky LLP; Special Counsel to the Funds

	Leslie K. Ross, Associate Corporate Counsel, Federated

	Richard J. Thomas, Vice President, FAS
	Mr. John F. Donahue served as Chairman and Mr. John W. McGonigle
recorded the proceedings as Secretary.
	Mr. Stephen A. Keen stated that the purpose of the meeting was to
discuss funding agreements (the "Funding Agreements") issued by
General American Life Insurance Company ("General American") and held
by Automated Cash Management Trust ("ACMT"), a portfolio of MMOT;
Federated Master Trust ("FMT"), a portfolio of MMOT; Federated Prime
Money Fund II ("IFPMF"), a portfolio of FINS; MMM; MMT; and Prime Cash
Series ("PCS"), a portfolio of CTSI (collectively, "the Money Market
Funds").  Mr. Keen reported that the Funding Agreements were no longer
eligible securities under Rule 2a-7 of the Investment Company Act of
1940.  He described the structure of the Funding Agreements, indicating
that they were contracts between General American and the Money Market
Funds.  Mr. Keen reported that each of the Funding Agreements included a
demand feature, exerciseable on seven days' notice, which entitled the
Money Market Funds to receive their invested funds back from General
American.  He noted that the Money Market Funds had exercised their
demand features on August 4, 1999,  and were due payment from General
American on August 11, 1999.  He reported that on August 10, 1999,
Federated Investment Management Company (the "Adviser"), investment
adviser to the Money Market Funds, had received information that General
American had defaulted on similar funding agreements with other
investors who had exercised demand features.  In addition, the Adviser
had discovered that General American had requested and received
administrative supervision from the Missouri insurance commissioner.
Mr. Keen noted that such action could constitute an event of insolvency
under Rule 2a-7.  He added that it was likely that the Adviser would
determine that the Funding Agreements no longer presented minimal credit
risks.  Finally, he noted that as a result of ratings downgrades on
August 9, 1999, the Funding Agreements were no longer eligible
securities for the Money Market Funds.  Mr. Keen said that as a
consequence, the Money Market Funds were required to dispose of the
Funding Agreements absent a finding by the Board of Directors of the
Money Market Funds that such disposal would not be in the best interests
of the Money Market Funds.  Mr. Keen asked Mr. Dawson to provide
background on the General American situation.
	Mr. William D. Dawson, III indicated that the General American
situation resulted from its issuance of a significant amount of short-
term funding agreements to large institutional investors, primarily
money market funds.  He said that the funding agreements included a
demand feature exerciseable on seven days' notice.  He indicated that on
July 30, 1999, Moody's Investors Service ("Moody's") downgraded
General American's long-term rating from A2 to A3 and a large number of
investors exercised their demand features.  Mr. Dawson said that this
required General American to raise a significant amount of cash within a
short time frame, and that it had inadequate liquidity resources to do
so.
	Mr. Dawson noted that in a press release issued on August 10,
1999, General American had indicated that it was well capitalized and
had adequate assets to meet its obligations.  He further noted that the
press release indicated that General American had requested
administrative supervision to allow it to respond to its institutional
investors, making certain that all its obligations were honored.  Mr.
Dawson indicated that based on such information, he believed that the
General American situation was an issue of liquidity, not insolvency,
and that a loss under the Funding Agreements was unlikely.
	Mr. Dawson then chronicled recent ratings of General American.  He
reported that on March 5, 1999, Moody's downgraded General American's
long-term rating from A1 to A2.  He said that shortly thereafter,
Federated downgraded its rating of General American from a 3 to a 4.
Mr. Dawson said that on July 30, 1999, Moody's downgraded General
American's long-term rating from A2 to A3.  Mr. Dawson noted that on
August 9, 1999, Moody's downgraded General American's long-term rating
from A3 to Ba1 and Standard & Poor's ("S&P") downgraded General
American's short-term rating from A-1+ to A-3.  On August 10, 1999, S&P
downgraded General American's short-term ratings from A-3 to R and Duff
& Phelps Credit Rating Co. downgraded General American's short-term and
long-term ratings from D-1/AA to D-5/DD.  Mr. Keen interjected that due
to the prior day's downgrades, the Funding Agreements were not eligible
securities for the Money Market Funds.
	Mr. Keen then noted that the net asset value of the Money Market
Funds was protected by portfolio insurance issued by a subsidiary of
Zurich American Insurance Group.  Mr. Keen explained that the insurance
policy provides that, in the event of a default in a portfolio of any of
the Money Market Funds, the insurance company will pay the fund the
amount, up to the policy limit, necessary for the Money Market Funds to
continue to price their shares at $1.00.  Mr. Keen noted that the
insurance policy provides coverage for losses up to $150,000,000.  Mr.
Dawson interjected that there was minimal risk that, if the Funding
Agreements were not paid in full, the loss would exceed the Money Market
Funds' default insurance coverage.
	Mr. Dawson indicated  that the Money Market Funds hold $320
million in Funding Agreements.  He informed the Board that a
representative of J.P. Morgan & Co. had contacted the Adviser on August
10, 1999 and indicated that they would like to discuss the possibility
of engaging in credit swaps and that the Adviser was going to explore
such possibility.
	Mr. Keen reviewed the discussions that had taken place at the
Executive Committee Meeting held on August 10, 1999.  He indicated that
action alternatives had been debated, and that the Committee had
resolved that the Money Market Funds should not liquidate their
positions in General American, and that the Money Market Funds could
continue to use the amortized cost method of valuating  their shares.
	Mr. Keen explained to the Board that it was their responsibility
to determine whether the security should be liquidated or retained. He
noted that an immediate liquidation was not viable because the Funding
Agreements were actually contracts between General American and the
Money Market Funds, and were thus not readily transferable.  Mr. Dawson
interjected that market conditions would likely affect the orderly
disposition of the Funding Agreements, even if they could be
transferred.  Mr. Keen then discussed the means for valuing shares.
After full discussion, on motion duly made and seconded, the full Boards
present of each of the Funds, individually, unanimously
RESOLVED,	that the Boards of Directors of the Money Market
Funds hereby determine that it is not in the
best interest of the Money Market Funds to
liquidate the securities, and further determines
that each of the Money Market Funds will
continue to use the amortized cost method of
valuation to value its shares.
	There being no further business, on motion duly made and seconded,
the Meeting was thereupon duly adjourned.

					Respectfully submitted,


					/s/ John W. McGonigle
					John W. McGonigle
					Secretary

Federated Investors
Management Co.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA  15222-3779
412-288-1900  Phone
www.federatedinvestors.com


August 11, 1999


By FAX and Overnight Mail

Mr. Paul Roye
Director of the Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:	Money Market Obligations Trust, on behalf of its Automated Cash
Management Trust
("ACMT")
	Federated Master Trust ("FMT")
	Federated Insurance Series, on behalf of its Federated Prime Money
Fund II ("IFPMF")
	Money Market Management ("MMM")
	Money Market Trust ("MMT")
	Cash Trust Series, Inc., on behalf of its Prime Cash Series
("PCS")

Dear Mr. Roye:

This letter is to follow up the letter (the "Letter") that Federated
Investment Management Company (the "Adviser"), as investment adviser
to the above-referenced investment companies (collectively, the
"Funds"), provided earlier today pursuant to the Rule 2a-7(c)(6)(iii)
under the Investment Company Act of 1940.

On August 11, 1999, the Funds' Boards of Directors ("Boards") met with
regard to the issue described in the Letter and affirmed the
determinations made on August 10, 1999 by the Executive Committee of the
Funds' Boards.  Specifically, the Boards determined that each Fund could
continue to use the Amortized Cost Method of valuing its shares in
accordance with Rule 2a-7.  The Boards therefore determined that it
would be in the best interest of the Funds' shareholders to continue to
hold the funding agreements issued by General American Life Insurance
Company, St. Louis, Missouri.

Please contact me at (412) 288-1412 or Leslie K. Ross at (412) 288-7404
if you would like any further information on this matter.

Very truly yours,

Federated Investment Management Company

By:	/s/G. Andrew Bonnewell
G. 	Andrew Bonnewell
	Vice President and Secretary

Federated Investors
Management Co.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA  15222-3779
412-288-1900  Phone
www.federatedinvestors.com


August 11, 1999

By FAX and Overnight Mail

Mr. Paul Roye
Director of the Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:	Money Market Obligations Trust, on behalf of its Automated Cash
Management Trust
("ACMT")
	Federated Master Trust ("FMT")
	Federated Insurance Series, on behalf of its Federated Prime Money
Fund II ("IFPMF")
	Money Market Management ("MMM")
	Money Market Trust ("MMT")
	Cash Trust Series, Inc., on behalf of its Prime Cash Series
("PCS")

Dear Mr. Roye:

Pursuant to rule 2a-7(c)(6)(iii) of the Investment Company Act of 1940
(the "1940 Act"), Federated Investment Management Company (the
"Adviser"), as investment adviser to the above-referenced, registered,
open-end investment companies (collectively, the "Funds"), hereby
notifies the Commission of: (1) an imminent default with respect to
various funding agreements issued by General American Life Insurance
Company, St. Louis, Missouri ("General American") held by the Funds
(the "Funding Agreements"); and (2) a possible "Event of Insolvency"
of the Funding Agreement' issuer, General American.

At the time of its purchase, each Funding Agreement was a First Tier
Security, as defined by Rule 2a-7 of the 1940 Act (the "Rule").  The
Funds purchased the Funding Agreements in the following amounts:

	Fund	Principal Amount	% of Total Fund Assets
	ACMT	$122,500,000	5.156%1
	PCS	$172,000,000	3.763%
	FMT	$10,000,000	2.538%
	MMT	$10,000,000	2.433%
	MMM	$3,500,000	4.311%
	IFPMF	$2,000,000	1.369%

______________________________
1  At the time of purchase, Funding Agreements comprised less than 5% of
ACMT's total assets.  Net redemptions have resulted in ACMT's Funding
Agreements exceeding 5% of its total assets.


Each of the Funding Agreements included a Demand Feature (as defined in the
Rule) that the Funds may exercise upon seven days' notice.  On August 4, 1999,
the Funds exercised their Demand Features.  On August 9, 1999 the investment
ratings of General American were downgraded so that its Funding Agreements
were no longer Eligible Securities.  On August 10, 1999 the Adviser received
information that General American failed to timely repay similar funding
agreements bought by other purchasers who exercised their Demand Features.
Finally, on August 10, 1999 General American requested and received
administrative supervision from the Missouri insurance commissioner, which may
constitute an Event of Insolvency, as defined by the Rule.  However, General
American has publicly stated that it has sufficient assets to fulfill its
obligations (including accrued interest) and intends to do so.

As a result of these events, the Executive Committee of the Funds' Board of
Directors ("Executive Committee") convened on August 10, 1999 to discuss the
Adviser's assessment of General American's financial condition.  The Adviser
indicated that a loss under the Funding Agreements was unlikely.  Moreover,
the Adviser stated that there was minimal risk that, if the funding Agreements
were not paid in full, the loss would exceed the Funds' default insurance
coverage.  After consideration of the Adviser's assessment of General
American's financial condition and the amount of insurance coverage available
to the Funds (including the deductible to which the Funds would be subject),
the Executive Committee determined that each Fund could continue to use the
Amortized Cost Method of valuing its shares in accordance with the Rule.  The
Executive Committee therefore determined that it would be in the best interest
of the Funds' shareholders to continue to hold the Funding Agreements.

Please contact me at (412) 288-1412 or Leslie K. Ross at (412) 288-7404 if you
would like any further information on this matter.

Very truly yours,

Federated Investment Management Company



By:	/s/G. Andrew Bonnewell
G. 	Andrew Bonnewell
	Vice President and Secretary


/jif

cc:  Stephen A. Keen, Esq.



Mr. Paul Roye
August 11, 1999
Page 2

Current as of:  8/18/94


Item 77C-Submission Of Matters To A Vote Of Security Holders

LAST MEETING OF SHAREHOLDERS

A special meeting of Shareholders of Money Market Trust (The "Trust"),
a portfolio of Money Market Obligations Trust was held on November 17,
1999.   On September 20, 1999, the record date for shareholders voting
at the meeting, there were 388,186,446 total outstanding shares.  The
following items were considered by shareholders and the results of
their voting were as follows:

AGENDA ITEM 1
Election of Trustees:*

For
Withheld Authority To
Vote

John F. Cunningham
J. Christopher Donahue
Charles F. Mansfield,
Jr.
John S. Walsh
273,622,230
273,519,174
273,622,230
273,580,818
158,322
261,378
158.322
199,734























































J. Christopher Donahue
273,519,174
261,378




























\\\\





Charles F. Mansfield,
Jr.	273,622,230
		158,322
	John S. Walsh

	273,580,818
		199,734

273,622,230
158,322
John S. Walsh		 273,580,818		 199,734
* The following Trustees continued their terms as Trustees:  John F.
Donahue, Thomas G. Bigley, John T. Conroy, Nicholas P. Constantakis,
Lawrence D. Ellis, M.D., Peter E. Madden, John E. Murray,
Jr.,J.D.,S.J.D. Marjorie P. Smuts.

AGENDA ITEM 2 TO APPROVE AMENDMENTS TO AND A RESTATEMENT OF, THE
TRUST'S DECLARATION OF TRUST:
a.  To approve an amendment and restatement of the Trust's Declaration
of Trust to require the approval by a majority of the outstanding
voting shares in the event of the sale or conveyance of the assets of
the Trust to another trust or corporation

Shares Voted
Affirmatively
Shares Voted
Negatively
Shares Abstaining
273,343,321
113,260
288,222

b. 	To amend and restate the Trust's Declaration of Trust to permit the
Board of Trustees to liquidate assets of the Trust, and distribute
the proceeds of such assets to the holders of such shares
representing such interests, without seeking shareholder approval

Shares Voted Affirmatively   Shares Voted Negatively	Shares Abstaining
271,713,104			     1,690,667			341,032

	AGENDA ITEM 3 TO APPROVE A PROPOSED AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN THE TRUST AND MONEY MARKET OBLIGATIONS TRUST, ON BEHALF OF ITS SERIES,
MONEY MARKET TRUST ( THE "NEW FUND") , WHEREBY THE NEW FUND WOULD ACQUIRE ALL
OF THE ASSETS OF THE TRUST IN EXCHANGE FOR SHARES OF THE NEW FUND TO BE
DISTRIBUTED PRO RATA BY THE TRUST TO ITS SHAREHOLERS IN COMPLETE LIQUIDATION
AND TERMINATION OF THE TRUST:

Shares Voted Affirmatively   Shares Voted Negatively	Shares Abstaining
	272,658,60                566,074                   520,128





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission