FEDERATED MUNICIPAL OPPORTUNITIES FUND INC
485BPOS, 1996-05-23
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                                   1933 Act File No. 33-11410
                                   1940 Act File No. 811-4533

                     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.  14    ...........        X

                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.   14  ...........................        X

                FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.

             (Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
- --
 X  on June 22, 1996 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 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:

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



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

 X   filed the Notice required by that Rule on October 16, 1995; or
    intends to file the Notice required by that Rule on or about
               ; or
   ------------
    during the most recent fiscal year did not sell any securities pursuant
 to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
 Rule 24f-2(b)(2), need not file the Notice.


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




                           CROSS-REFERENCE SHEET


   This Amendment to the Registration Statement of FEDERATED MUNICIPAL
OPPORTUNITIES FUND, INC., which is comprised of four classes of shares,
Class A Shares (1); Class B Shares (2); Class C Shares (3); and Class F
Shares (4), is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1-4) Cover Page.
Item 2.   Synopsis.................(1-4) Summary of Fund Expenses.
Item 3.   Condensed Financial
           Information.............(4) Financial Highlights; (1-4)
                                   Performance Information.
Item 4.   General Description of
           Registrant..............(1-3) Synopsis; (4) General Information;
                                   (1-4) Investment Information; (1-4)
                                   Investment Objective; (1-4) Investment
                                   Policies; (1-4) Portfolio Turnover; (1-4)
                                   Municipal Bonds; (1-4) Investment Risks;
                                   (1-4) Investment Limitations.
Item 5.   Management of the Fund...(1-4) Fund Information; (1-4) Management
                                   of the Fund; (1-3) Distribution of Fund
                                   Shares; (4) Distribution of Class F
                                   Shares; (1-4) Administration of the Fund.
Item 6.   Capital Stock and Other
           Securities..............(1-3) Dividends and Distributions; (4)
                                   Dividends; (1-4) Shareholder Information;
                                   (1-4) Voting Rights; (1-4) Tax
                                   Information; (1-4) Federal Income Tax;
                                   (1-4) State and Local Taxes.
Item 7.   Purchase of Securities Being
           Offered.................(1-4) Net Asset Value; (1-3) Investing in
                                   the Fund; (4) Investing in Class F
                                   Shares; (4) Share Purchases; (4) Minimum
                                   Investment Required; (4) What Shares
                                   Cost; (1-3) Reducing or Eliminating the
                                   Sales Charge; (4) Eliminating the Sales
                                   Charge; (1-4) Systematic Investment
                                   Program; (1-4) Exchange Privilege; (1-4)
                                   Certificates and Confirmations.
Item 8.   Redemption or Repurchase.(1-3) How to Redeem Shares; (4) Redeeming
                                   Class F Shares; (1-3) Redeeming Shares
                                   through your Financial Institution; (4)
                                   Through a Financial Institution; (1-3)
                                   Redeeming Shares by Mail; (4) Directly By
                                   Mail; (1-4) Contingent Deferred Sales
                                   Charge; (1-4) Systematic Withdrawal
                                   Program; (1-4) Accounts With Low
                                   Balances.
Item 9.   Pending Legal Proceedings     None.


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

Item 10.  Cover Page...............(1-4) Cover Page.
Item 11.  Table of Contents........(1-4) Table of Contents.
Item 12.  General Information and
           History.................(1-4) General Information About the Fund.
Item 13.  Investment Objectives and
           Policies................(1-4) Investment Objectives and Policies;
                                   (1-4) Investment Limitations.
Item 14.  Management of the Fund...(1-4) Federated Municipal Opportunities
                                   Fund, Inc. Management.
Item 15.  Control Persons and Principal
           Holders of Securities...Not applicable.
Item 16.  Investment Advisory and
           Other Services..........(1-4) Investment Advisory Services; (1-4)
                                   Other Services.
Item 17.  Brokerage Allocation.....(1-4) Brokerage Transactions.
Item 18.  Capital Stock and Other
           Securities..............Not applicable.
Item 19.  Purchase, Redemption and
           Pricing of Securities
           Being Offered...........(1-4) Purchasing Shares; (1-4)
                                   Determining Net Asset Value; (4) Exchange
                                   Privilege (Class F Shares Only); (1-4)
                                   Redeeming Shares.
Item 20.  Tax Status...............(1-4) Tax Status.
Item 21.  Underwriters.............Not applicable.
Item 22.  Calculation of Performance
           Data....................(1-4) Total Return; (1-4) Yield; (1-4)
                                   Tax-Equivalent (1-4) Yield; (1-4)
                                   Performance Comparisons.
Item 23.  Financial Statements.....Incorporated by reference to the Annual
                                   Report dated August 31, 1995, pursuant to
                                   Rule 411 under the Securities Act of
                                   1933.  (File No. 811-4533).





PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements (Incorporated by reference to the Annual
          Report dated August 31, 1995 pursuant to Rule 411 under the
          Securities Act of 1933.)  (File No. 811-4533)
          (b)  Exhibits:
                (1)   (i)Conformed copy of Articles of Incorporation of the
                         Registrant (1);
                     (ii)Conformed copy of Amendment to Articles of
                         Incorporation (6);
                (2) Copy of By-Laws of the Registrant (6);
                (3) Not applicable;
                (4) Copy of Specimen Certificate for Shares of Capital Stock
                    of the Registrant (1);
                (5) Conformed copy of the Investment Advisory Contract of
                    the Registrant (4);
                (6)   (i) Copy of Distributor's Contract of the Registrant
                    (9);
                     (ii) Form of Exhibits A through D to the Distributor's
                    Contract (9);
                     (iii)  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
                    (8);


 +   All exhibits have been filed electronically.


1.   Response is incorporated by reference to Registrant's Initial
     Registration Amendment No. 1 filed January 21, 1987. (File Nos. 33-
     11410 and 811-4533)
4.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 4 filed August 25, 1989. (File Nos. 33-11410 and 811-
     4533)
5.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 5 filed October 25, 1989. (File Nos. 33-11410 and 811-
     4533)
6.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 6 filed October 24, 1990. (File Nos. 33-11410 and 811-
     4533)
8.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 filed October 25, 1995. (File Nos. 33-11410 and 811-
     4533)
9.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 13 filed May 3, 1996. (File Nos. 33-11410 and 811-4533)


                (9)  (i) Conformed copy of Agreement for Fund Accounting
                         Services, Administrative Services, Transfer Agency
                         Services, and Custody Services Procurement (9);
                    (ii) Conformed copy of Shareholder Services
                         Agreement;(7)
                    (iii)     The responses described in Item 24(b)6 are
                         hereby incorporated by reference.
               (10) Conformed copy of Opinion and Consent of Counsel as to
                    legality of shares being registered (8);
               (11) Conformed copy of Consent of Independent Public
                    Accountants(9);
               (12) Not applicable;
               (13) Conformed copy of Initial Capital Understanding (8);
               (14) Not applicable;
               (15)   (i)Conformed copy of Distribution Plan as amended (5);
                      (ii)    The responses described in Item 24(b)6
                    are hereby incorporated by reference.
               (16) Copy of Schedule for Computation of Yield Calculation
                    (8);
               (17) Copy of Financial Data Schedule (8);
               (18) The Registrant hereby incorporates the conformed copy of
                    the specimen Multiple Class Plan from Item 24(b)(18) of
                    the World Investment Series, Inc. Registration Statement
                    on Form N-1A, filed with the Commission on January 26,
                    1996.(File Nos. 33-52149 and 811-07141).
               (19) Conformed copy of Power of Attorney (8);

 +   All exhibits have been filed electronically.


 1.  Response is incorporated by reference to Registrant's Initial
     Registration Amendment No. 1 filed January 21, 1987. (File Nos. 33-
     11410 and 811-4533)
 2.  Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 1 filed April 9, 1987 (File Nos. 33-11410 and 811-4533)
 3.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 3 filed October 25, 1988. (File Nos. 33-11410 and 811-
     4533)
 5.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 5 filed October 25, 1989. (File Nos. 33-11410 and 811-
     4533)
 7.  Repsonse incorporated by reference to Registrant's Post-Effective
     Amendment No. 10 filed October 26, 1994.  (File Nos. 33-11410 and 811-
     4533)
 8.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 filed October 25, 1995. (File Nos. 33-11410 and 811-
     4533)
 9.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 13 filed May 3, 1996. (File Nos. 33-11410 and 811-4533)



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

          None

Item 26.  Number of Holders of Securities:

                                        Number of Record Holders
          Title of Class                 as of April 8, 1996

          Shares of capital stock              11,089
          ($0.001 per Share par value)

Item 27.  Indemnification: (1)

Item 28.  Business and Other Connections of Investment Adviser:
          For a description of the other business of the investment adviser,
          see the section entitled "Fund Information - Management of the
          Fund" in Part A.  The affiliations with the Registrant of four of
          the Directors and four of the Officers of the investment adviser
          and their business addresses are included in Part B of this
          Registration Statement under "Federated Municipal Opportunities
          Fund, Inc. Management".  The remaining Director 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:  William D.
          Dawson, III, Henry A. Frantzen, J. Thomas Madden and Mark L.
          Mallon, Executive Vice Presidents; Henry J. Gailliot, Senior Vice
          President-Economist; Peter R. Anderson, Drew J. Collins, Jonathan
          C. Conley, Mark Durbiano, J. Alan Minteer, Mary Jo Ochson, Robert
          J. Ostrowski, Senior Vice Presidents; J. Scott Albrecht, Joseph M.
          Balestrino, Randall S. Bauer, David F. Belton, David A. Briggs,
          Kenneth J. Cody, Deborah A. Cunningham, Michael P. Donnelly, Linda
          A. Duessel, Timothy E. Keefe, Kathleen M. Foody-Malus, Thomas M.
          Franks, Edward C. Gonzales, Stephen A. Keen, Mark S. Kopinski,
          Jeff A. Kozemchak, Marian R. Marinack, Susan M. Nason, Frederick
          L. Plautz, Jr., Charles A. Ritter, James D. Roberge, Frank Semack,
          William F. Stotz, Edward J. Tiedge, Sandra L. Weber and
          Christopher H. Wiles, Vice Presidents; Thomas R. Donahue,
          Treasurer; and Stephen A. Keen, Secretary.  The business address
          of each of the Officers of the investment adviser is Federated
          Investors Tower, Pittsburgh, PA 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.
1.   Response is incorporated by reference to Registrant's Initial
     Registration Amendment No. 1 filed January 21, 1987. (File Nos. 33-
     11410 and 811-4533)



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

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



          (b)

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


Richard B. Fisher         Director, Chairman, Chief    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 ViceExecutive Vice
Federated Investors Tower President, Federated,   President
Pittsburgh, PA 15222-3779 Securities Corp.

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

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

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

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
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



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


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

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

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 Securites Corp.
Pittsburgh, PA 15222-3779



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


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

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

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

Michael D. Fitzgerald     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

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

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

H. Joeseph Kenedy         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Steven A. La Versa        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



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


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

Michael P. O'Brien        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

Robert F. Phillips        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John C. Shelar, Jr.       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner         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

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



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


Michael P. Wolff          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

J. Timothy Radcliff       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

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

Joseph M. Huber           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,     Treasurer
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.......Federated Investors Tower
          Transfer Agent and Dividend   Pittsburgh, PA  15222-3779
          Disbursing Agent

          Federated Administrative      Federated Investors Tower
            Services ..............Pittsburgh, PA  15222-3779
          Administrator

          Federated Advisers.......Federated Investors Tower
          Adviser                       Pittsburgh, PA  15222-3779

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


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 Directors and the calling of special shareholder
          meetings by shareholders.

          Registrant hereby undertakes to furnish each person to whom a
          prospectus is delivered, a copy of the Registrant's latest annual
          report to shareholders, upon request and without charge.


                                 SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL
OPPORTUNITIES FUND, INC., has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on
the 23rd day of May, 1996

                FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.

               BY: /s/Charles H. Field
               Charles H. Field, Assistant Secretary
               Attorney in Fact for John F. Donahue
               May 23, 1996

   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/Charles H. Field
   Charles H. Field         Attorney In Fact  May 23, 1996
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Richard B. Fisher*          President and Director

David M. Taylor*            Treasurer
                            (Principal Financial and
                            Accounting Officer)

Thomas G. Bigley*           Director

John T. Conroy, Jr.*        Director

William J. Copeland*        Director

James E. Dowd*              Director

Lawrence D. Ellis, M.D.*    Director

Edward L. Flaherty, Jr.*    Director

Peter E. Madden*            Director

Gregor F. Meyer*            Director

Wesley W. Posvar*           Director

Marjorie P. Smuts*          Director

* By Power of Attorney



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