FEDERATED MUNICIPAL OPPORTUNITIES FUND INC, 485BPOS, 1999-10-28

FEDERATED MUNICIPAL OPPORTUNITIES FUND INC
485BPOS, 1999-10-28

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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. 24 ..__X__

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 __X__

Amendment No. 23 ..__X__

FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)

Federated Investors Funds
5800 Corporate Drive

Pittsburgh, Pennsylvania 15237-7000
(Address of Principal Executive Offices)

(412) 288-1900

(Registrant's Telephone Number)

John W. McGonigle, Esquire
Federated Investors Tower

1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
X on _OCTOBER 31, 1999__, 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:

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 & Oshinsky, LLP

2101 L Street, N.W.
Washington, D.C. 20037

PROSPECTUS

Federated Municipal Opportunities

Fund, Inc.

[Graphic]

Federated

World-Class Investment Manager

PROSPECTUS

CLASS A SHARES

CLASS B SHARES

CLASS C SHARES

A mutual fund seeking to provide a high level of current income which is

generally exempt from the federal regular income tax by investing

primarily in a portfolio of long-term, noninvestment grade tax exempt

securities.

As with all mutual funds, the Securities and Exchange Commission (SEC) has

not approved or disapproved these securities or passed upon the adequacy of

this prospectus. Any representation to the contrary is a criminal offense.

OCTOBER 31, 1999

CONTENTS

Risk/Return Summary 1

What are the Fund's Fees and Expenses? 3

What are the Fund's Investment Strategies? 4

What are the Principal Securities in Which the

Fund Invests? 5

What are the Specific Risks of Investing in the Fund? 7

What Do Shares Cost? 9

How is the Fund Sold? 11

How to Purchase Shares 12

How to Redeem and Exchange Shares 14

Account and Share Information 17

Who Manages the Fund? 18

Financial Information 19

Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment objective is to provide a high level of current

income which is generally exempt from the federal regular income tax. While

there is no assurance that the Fund will achieve its investment objective,

it endeavors to do so by following the strategies and policies described in

this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund pursues its objective by investing in a portfolio of tax exempt

securities so that at least 80% of its annual interest income is exempt

from federal regular income tax. Interest income from the Fund's

investments may be subject to the federal alternative minimum tax for

individuals and corporations (AMT). The Fund invests primarily in long-

term, noninvestment grade tax exempt securities.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

All mutual funds take investment risks. Therefore, it is possible to lose

money by investing in the Fund. Following are the primary factors that may

reduce the Fund's returns.

* Issuers of tax exempt securities may default on the payment of interest or

principal when due;

* Prices of tax exempt securities generally fall when interest rates rise;

* There may be more limited trading opportunities for unrated or

noninvestment grade securities; and

* Issuers of tax exempt securities may redeem the securities prior to

maturity at a price below their current market value.

In addition, noninvestment grade securities generally entail greater

credit, interest rate and liquidity risks than investment grade

securities.

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.

RISK/RETURN BAR CHART AND TABLE

[Graphic]

The bar chart shows the variability of the Fund's Class A Shares total

returns on a calendar year-end basis.

The total returns displayed for the Fund's Class A Shares do not reflect

the payment of any sales charges or recurring shareholder account fees. If

these charges or fees had been included, the returns shown would have been

lower.

The Fund's Class A Shares total return for the nine-month period from

January 1, 1999 to September 30, 1999 was (3.91%).

Within the period shown in the Chart, the Fund's Class A Shares highest

quarterly return was 3.38% (quarter ended June 30, 1997). Its lowest

quarterly return was 0.04% (quarter ended March 31, 1997).

AVERAGE ANNUAL TOTAL RETURN TABLE

The following table represents the Fund's Class A Shares, Class B Shares

and Class C Shares Average Annual Total Returns, reduced to reflect

applicable sales charges, for the calendar periods ended December 31,

1998. The table shows the Fund's Class A Shares, Class B Shares and Class C

Shares total returns averaged over a period of years relative to the Lehman

Brothers Municipal Bond Index (LBMBI), a broad-based market performance

benchmark for the tax exempt bond market. Total returns for the index shown

do not reflect sales charges, expenses or other fees that the SEC requires

to be reflected in the Fund's performance. Indexes are unmanaged, and it is

not possible to invest directly in an index.

<TABLE>

CALENDAR PERIOD CLASS A CLASS B CLASS C LBMBI

1 Year 0.68% (0.93%) 3.60% 6.48%

Start of Performance 1 5.40% 5.06% 6.61% 8.20%

</TABLE>

1 The Fund's Class A Shares, Class B Shares and Class C Shares start of

performance date was August 5, 1996.

Past performance does not necessarily predict future performance. This

information provides you with historical performance information so that

you can analyze whether the Fund's investment risks are balanced by its

potential returns.

What are the Fund's Fees and Expenses?

FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and

hold Class A, Class B or Class C Shares of the Fund.

<TABLE>

SHAREHOLDER FEES CLASS A CLASS B CLASS C

Fees Paid Directly From Your Investment

Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 4.50% None None

Maximum Deferred Sales Charge (Load) (as a percentage of original

purchase price or redemption proceeds, as applicable) 0.00% 5.50% 1.00%

Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and

other Distributions) (as a percentage of offering price) None None None

Redemption Fee (as a percentage of amount redeemed, if applicable) None None None

Exchange Fee None None None

ANNUAL FUND OPERATING EXPENSES (Before Waiver) 1

Expenses That are Deducted From Fund Assets (as percentage of average net assets)

Management Fee 0.60% 0.60% 0.60%

Distribution (12b-1) Fee 0.25% 2 0.75% 0.75%

Shareholder Services Fee 0.25% 0.25% 0.25%

Other Expenses 0.22% 0.22% 0.22%

Total Annual Fund Operating Expenses 1.32% 1.82% 3 1.82%

1 Although not contractually obligated to do so, the distributor waived certain amounts. These are shown below

along with the net expenses the Fund actually paid for the fiscal year ended August 31, 1999. The distributor

can terminate this voluntary waiver at any time.

Total Waiver of Fund Expenses 0.25% 0.00% 0.00%

Total Actual Annual Fund Operating Expenses (after waiver) 1.07% 1.82% 1.82%

2 Class A Shares did not pay or accrue the distribution (12b-1) fee during the
fiscal year ended August 31, 1999.

Class A Shares have no present intention of paying or accruing the distribution
(12b-1) fee during the fiscal

year ending August 31, 2000.

3 Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
approximately eight years after

purchase.

</TABLE>

EXAMPLE

This Example is intended to help you compare the cost of investing in the

Fund's Class A, B and C Shares with the cost of investing in other mutual

funds.

The Example assumes that you invest $10,000 in the Fund's Class A, B and C

Shares for the time periods indicated and then redeem all of your Shares at

the end of those periods. Expenses assuming no redemption are also shown.

The Example also assumes that your investment has a 5% return each year and

that the Fund's Class A, B and C Shares operating expenses are BEFORE

WAIVERS as shown in the table and remain the same. Although your actual

costs may be higher or lower, based on these assumptions your costs would

be:

<TABLE>

SHARE CLASS 1 YEAR 3 YEARS 5 YEARS 10 YEARS

CLASS A:

Expenses assuming

redemption $578 $849 $1,141 $1,969

Expenses assuming

no redemption $578 $849 $1,141 $1,969

CLASS B:

Expenses assuming

redemption $735 $973 $1,185 $2,006

Expenses assuming

no redemption $185 $573 $985 $2,006

CLASS C:

Expenses assuming

redemption $285 $573 $985 $2,137

Expenses assuming

no redemption $185 $573 $985 $2,137

</TABLE>

What are the Fund's Investment Strategies?

The Fund invests in a portfolio of tax exempt securities so that at least

80% of its annual interest income is exempt from federal regular income

tax. Interest from the Fund's investments may be subject to AMT. The Fund's

investment adviser (Adviser) actively manages the Fund's portfolio,

seeking to manage credit risk assumed by the Fund and provide superior

levels of income. The Adviser attempts to provide superior levels of income

by investing primarily in long-term, noninvestment grade tax exempt

securities.

The Adviser manages credit risk by performing a fundamental credit analysis

on all tax exempt securities before the Fund purchases such securities. The

Adviser considers various factors, including the economic feasibility of

revenue bond financings and general purpose financings; the financial

condition of the issuer or guarantor; and political developments that may

affect credit quality. The Adviser monitors the credit risks of all tax

exempt securities on an ongoing basis by reviewing periodic financial data

and ratings of nationally recognized ratings services.

The Adviser performs a more intensive credit analysis on noninvestment

grade tax exempt securities. In addition to the review process described

above, the Adviser generally visits the site that the issuer is developing

with the proceeds of the offering; and engages in detailed discussions with

the issuer regarding the offering. The Adviser may also retain legal

counsel to assist it with the review of offerings of noninvestment grade

tax exempt securities.

The Adviser attempts to provide superior levels of income by investing in

long-term tax exempt securities and managing the duration of the Fund.

"Duration" measures the sensitivity of a security's price to changes in

interest rates. The greater a portfolio's duration, the greater the change

in the portfolio's value in response to a change in market interest rates.

The Adviser increases or reduces the Fund's portfolio duration based on its

interest rate outlook. When the Adviser expects interest rates to fall, it

maintains a longer portfolio duration. When the Adviser expects interest

rates to increase, it shortens the portfolio duration. The Adviser

considers a variety of factors in formulating its interest rate outlook,

including current and expected U.S. economic growth; current and expected

interest rates and inflation; the Federal Reserve's monetary policy; and

supply and demand factors related to the municipal market and the effect

they may have on the returns offered for various bond maturities. Duration

management is less important when a greater portion of the Fund is

allocated to noninvestment grade tax exempt securities, because such

securities are less sensitive to interest rate changes.

The Adviser also attempts to provide superior levels of income by investing

primarily in noninvestment grade tax exempt securities, which generally

provide higher yields. The percentage that the Adviser allocates to

noninvestment grade securities will vary depending on the supply of

noninvestment grade tax exempt securities and the credit spread between

investment grade tax exempt securities and noninvestment grade tax exempt

securities. If the credit spread narrows, the Adviser may increase its

allocation to investment grade securities without limitation; if the

credit spread broadens, the Adviser may increase its allocation to

noninvestment grade securities without limitation.

TEMPORARY DEFENSIVE INVESTMENTS

The Fund may temporarily depart from its principal investment strategies by

investing its assets in cash and shorter-term, higher-quality debt

securities and similar obligations. It may do this to minimize potential

losses and maintain liquidity to meet shareholder redemptions during

adverse market conditions. This may cause the Fund to distribute taxable

income to investors.

What are the Principal Securities in Which the Fund Invests?

TAX EXEMPT SECURITIES

Tax exempt securities are fixed income securities that pay interest that is

not subject to federal regular income taxes. Fixed income securities pay

interest, dividends or distributions of a specified rate. The rate may be a

fixed percentage of the principal or adjusted periodically.

Typically, states, counties, cities and other political subdivisions and

authorities issue tax exempt securities. The market categorizes tax exempt

securities by their source of repayment.

GENERAL OBLIGATION BONDS

General obligation bonds are supported by the issuer's power to exact

property or other taxes. The issuer must impose and collect taxes

sufficient to pay principal and interest on the bonds. However, the

issuer's authority to impose additional taxes may be limited by its charter

or state law.

SPECIAL REVENUE BONDS

Special revenue bonds are payable solely from specific revenues received by

the issuer such as specific taxes, assessments, tolls or fees. Bondholders

may not collect from the municipality's general taxes or revenues. For

example, a municipality may issue bonds to build a toll road, and pledge

the tolls to repay the bonds. Therefore, a shortfall in the tolls normally

would result in a default on the bonds.

PRIVATE ACTIVITY BONDS

Private activity bonds are special revenue bonds used to finance private

entities. For example, a municipality may issue bonds to finance a new

factory to improve its local economy. The municipality would lend the

proceeds from its bonds to the company using the factory, and the company

would agree to make loan payments sufficient to repay the bonds. The bonds

would be payable solely from the company's loan payments, not from any

other revenues of the municipality. Therefore, any default on the loan

normally would result in a default on the bonds.

The interest on many types of private activity bonds is subject to AMT. The

Fund may invest in bonds subject to AMT.

MUNICIPAL LEASES

Municipalities may enter into leases for equipment or facilities. In order

to comply with state public financing laws, these leases are typically

subject to annual appropriation. In other words, a municipality may end a

lease, without penalty, by not providing for the lease payments in its

annual budget. After the lease ends, the lessor can resell the equipment or

facility but may lose money on the sale.

The Fund may invest in securities supported by pools of municipal leases.

The most common type of lease backed securities are certificates of

participation (COPs). However, the Fund may also invest directly in

individual leases.

INVERSE FLOATERS

An inverse floater has a floating or variable interest rate that moves in

the opposite direction of market interest rates. When market interest rates

go up, the interest rate paid on the inverse floater goes down; when market

interest rates go down, the interest rate paid on the inverse floater goes

up. Inverse floaters generally respond more rapidly to market interest rate

changes than fixed rate, tax exempt securities. Inverse floaters are

subject to interest rate risks and leverage risks.

ZERO COUPON SECURITIES

Zero coupon securities do not pay interest or principal until final

maturity unlike debt securities that provide periodic payments of interest

(referred to as a coupon payment). Investors buy zero coupon securities at

a price below the amount payable at maturity. The difference between the

purchase price and the amount paid at maturity represents interest on the

zero coupon security. Investors must wait until maturity to receive

interest and principal, which increases the interest rate risks and credit

risks of a zero coupon security.

CREDIT ENHANCEMENT

Credit enhancement consists of an arrangement in which a company agrees

to pay amounts due on a fixed income security if the issuer defaults. In

some cases the company providing credit enhancement makes all payments

directly to the security holders and receives reimbursement from the

issuer. Normally, the credit enhancer has greater financial resources and

liquidity than the issuer. For this reason, the Adviser usually evaluates

the credit risk of a fixed income security based solely upon its credit

enhancement.

DELAYED DELIVERY TRANSACTIONS

Delayed delivery transactions, including when-issued transactions, are

arrangements in which the Fund buys securities for a set price, with

payment and delivery of the securities scheduled for a future time. During

the period between purchase and settlement, no payment is made by the Fund

to the issuer and no interest accrues to the Fund. The Fund records the

transactions when it agrees to buy the securities and reflects their value

in determining the price of its shares. Settlement dates may be a month or

more after entering into these transactions so that the market values of

the securities bought may vary from the purchase prices. Therefore,

delayed delivery transactions create interest rate risks for the Fund.

Delayed delivery transactions also involve credit risks in the event of a

counterparty default.

What are the Specific Risks of Investing in the Fund?

CREDIT RISKS

Credit risk is the possibility that an issuer will default on a security by

failing to pay interest or principal when due. If an issuer defaults, the

Fund will lose money.

Many fixed income securities receive credit ratings from services such as

Standard & Poor's and Moody's Investors Service, Inc. These services assign

ratings to securities by assessing the likelihood of issuer default. Lower

credit ratings correspond to higher credit risk. If a security has not

received a rating, the Fund must rely entirely upon the Adviser's credit

assessment.

Credit risk includes the possibility that a party to a transaction

involving the Fund will fail to meet its obligations. This could cause the

Fund to lose the benefit of the transaction or prevent the Fund from

selling or buying other securities to implement its investment strategy.

INTEREST RATE RISKS

Prices of fixed income securities rise and fall in response to changes in

the interest rate paid by similar securities. Generally, when interest

rates rise, prices of fixed income securities fall. However, market

factors, such as the demand for particular fixed income securities, may

cause the price of certain fixed income securities to fall while the prices

of other securities rise or remain unchanged.

Interest rate changes have a greater effect on the price of fixed income

securities with longer durations. Duration measures the price sensitivity

of a fixed income security to changes in interest rates.

LIQUIDITY RISKS

Trading opportunities are more limited for fixed income securities that

have not received any credit ratings, have received ratings below

investment grade or are not widely held.

CALL RISKS

Call risk is the possibility that an issuer may redeem a fixed income

security before maturity (a call) at a price below its current market

price. An increase in the likelihood of a call may reduce the security's

price.

If a fixed income security is called, the Fund may have to reinvest the

proceeds in other fixed income securities with lower interest rates, higher

credit risks or other less favorable characteristics.

RISKS ASSOCIATED WITH NONINVESTMENT GRADE SECURITIES

Securities rated below investment grade, also known as junk bonds,

generally entail greater credit, interest rate and liquidity risks than

investment grade securities. For example, their prices are more volatile,

economic downturns and financial setbacks may affect their prices more

negatively, and their trading market may be more limited. The Adviser may

invest up to 100% of the Fund's assets in noninvestment grade bonds.

SECTOR RISKS

A substantial part of the Fund's portfolio may be comprised of securities

credit enhanced by banks, insurance companies or companies with similar

characteristics. As a result, the Fund will be more susceptible to any

economic, business, political or other developments which generally affect

these entities.

LEVERAGE RISKS

Leverage risk is created when an investment exposes the Fund to a level of

risk that exceeds the amount invested. Changes in the value of such an

investment magnify the Fund's risk of loss and potential for gain.

Investments can have these same results if their returns are based on a

multiple of a specified index, security or other benchmark.

What Do Shares Cost?

You can purchase, redeem or exchange Shares any day the New York Stock

Exchange (NYSE) is open. When the Fund receives your transaction request in

proper form (as described in the prospectus) it is processed at the next

calculated net asset value (NAV) plus any applicable front-end sales charge

(public offering price). NAV is determined at the end of regular trading

(normally 4:00 p.m. Eastern time) each day the NYSE is open. The Fund

generally values fixed income securities at the last sale price on a

national securities exchange, if available, otherwise, as determined by an

independent pricing service.

The Fund's current NAV and public offering price may be found in the mutual

funds section of certain local newspapers under "Federated" and the

appropriate class designation listing.

The following table summarizes the minimum required investment amount and

the maximum sales charge, if any, that you will pay on an investment in the

Fund. Keep in mind that investment professionals may charge you fees for

their services in connection with your Share transactions.

<TABLE>

MAXIMUM SALES CHARGE

MINIMUM

INITIAL/ CONTINGENT

SUBSEQUENT FRONT-END DEFERRED

INVESTMENT SALES SALES

SHARES OFFERED AMOUNTS 1 CHARGE 2 CHARGE 3

Class A $1,500/$100 4.50% 0.00%

Class B $1,500/$100 None 5.50%

Class C $1,500/$100 None 1.00%

</TABLE>

1 The minimum subsequent investment amount for Systematic Investment

Programs is $50. Investment professionals may impose higher or lower

minimum investment requirements on their customers than those imposed by

the Fund. Orders for $250,000 or more will be invested in Class A Shares

instead of Class B Shares to maximize your return and minimize the sales

charges and marketing fees. Accounts held in the name of an investment

professional may be treated differently. Class B Shares will

automatically convert into Class A Shares after eight full years from the

purchase date. This conversion is a non-taxable event.

2 Front-End Sales Charge is expressed as a percentage of public offering

price. See "Sales Charge When You Purchase."

3 See "Sales Charge When You Redeem."

SALES CHARGE WHEN YOU PURCHASE

<TABLE>

CLASS A SHARES

Sales Charge as Sales Charge

a Percentage of as a Percentage

Purchase Amount Public Offering Price of NAV

Less than $100,000 4.50% 4.71%

$100,000 but less than $250,000 3.75% 3.90%

$250,000 but less than $500,000 2.50% 2.56%

$500,000 but less than $1 million 2.00% 2.04%

$1 million or greater 1 0.00% 0.00%

</TABLE>

1 A contingent deferred sales charge of 0.75% of the redemption amount

applies to Class A Shares redeemed up to 24 months after purchase under

certain investment programs where an investment professional received an

advance payment on the transaction.

THE SALES CHARGE AT PURCHASE MAY BE REDUCED OR ELIMINATED BY:

* purchasing Shares in greater quantities to reduce the applicable sales

charge;

* combining concurrent purchases of Shares:

- - by you, your spouse, and your children under age 21; or

- - of the same share class of two or more Federated Funds (other than money

market funds);

* accumulating purchases (in calculating the sales charge on an additional

purchase, include the current value of previous Share purchases still

invested in the Fund); or

* signing a letter of intent to purchase a specific dollar amount of

Shares within 13 months (call your investment professional or the Fund

for more information).

THE SALES CHARGE WILL BE ELIMINATED WHEN YOU PURCHASE SHARES:

* within 120 days of redeeming Shares of an equal or lesser amount;

* by exchanging shares from the same share class of another Federated Fund

(other than a money market fund);

* through wrap accounts or other investment programs where you pay the

investment professional directly for services;

* through investment professionals that receive no portion of the sales

charge;

* as a Federated Life Member (Class A Shares only) and their immediate

family members; or

* as a Director or employee of the Fund, the Adviser, the Distributor and

their affiliates, and the immediate family members of these individuals.

If your investment qualifies for a reduction or elimination of the sales

charge, you or your investment professional should notify the Fund's

Distributor at the time of purchase. If the Distributor is not notified,

you will receive the reduced sales charge only on additional purchases, and

not retroactively on previous purchases.

SALES CHARGE WHEN YOU REDEEM

YOUR REDEMPTION PROCEEDS MAY BE REDUCED BY A SALES CHARGE, COMMONLY

REFERRED TO AS A CONTINGENT DEFERRED SALES CHARGE (CDSC).

<TABLE>

CLASS A SHARES

<S> <C>

A CDSC of 0.75% of the redemption amount applies to

Class A Shares redeemed up to 24 months after purchase

under certain investment programs where an investment

professional received an advance payment on the transaction.

CLASS B SHARES

Shares Held Up To: CDSC

<S> <C>

1 Year 5.50%

2 Years 4.75%

3 Years 4.00%

4 Years 3.00%

5 Years 2.00%

6 Years 1.00%

7 Years or More 0.00%

CLASS C SHARES

<S> <C>

You will pay a 1% CDSC if you redeem Shares within one year of the purchase
date.

</TABLE>

YOU WILL NOT BE CHARGED A CDSC WHEN REDEEMING SHARES:

* purchased with reinvested dividends or capital gains;

* purchased within 120 days of redeeming Shares of an equal or lesser

amount;

* that you exchanged into the same share class of another Federated Fund if

the shares were held for the applicable CDSC holding period (other than a

money market fund);

* purchased through investment professionals who did not receive advanced

sales payments;

* if, after you purchase Shares, you become disabled as defined by the IRS;

* if the Fund redeems your Shares and closes your account for not meeting

the minimum balance requirement;

* if your redemption is a required retirement plan distribution; or

* upon the death of the last surviving shareholder of the account.

If your redemption qualifies, you or your investment professional should

notify the Distributor at the time of redemption to eliminate the CDSC. If

the Distributor is not notified, the CDSC will apply.

TO KEEP THE SALES CHARGE AS LOW AS POSSIBLE, THE FUND REDEEMS YOUR SHARES

IN THIS ORDER:

* Shares that are not subject to a CDSC; and

* Shares held the longest (to determine the number of years your Shares

have been held, include the time you held shares of other Federated Funds

that have been exchanged for Shares of this Fund).

The CDSC is then calculated using the share price at the time of purchase

or redemption, whichever is lower.

How is the Fund Sold?

The Fund offers four share classes: Class A Shares, Class B Shares, Class C

Shares and Class F Shares, each representing interests in a single

portfolio of securities. This prospectus relates only to Class A Shares,

Class B Shares and Class C Shares. Each share class has different sales

charges and other expenses, which affect their performance. Contact your

investment professional or call 1-800-341-7400 for more information

concerning the other class.

The Fund's Distributor, Federated Securities Corp., markets the Shares

described in this prospectus to individuals, directly or through

investment professionals. The Fund may not be a suitable investment for

retirement plans.

When the Distributor receives marketing fees and sales charges, it may pay

some or all of them to investment professionals. The Distributor and its

affiliates may pay out of their assets other amounts (including items of

material value) to investment professionals for marketing and servicing

Shares. The Distributor is a subsidiary of Federated Investors, Inc.

(Federated).

RULE 12B-1 PLAN

The Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing

fees to the Distributor and investment professionals for the sale,

distribution and customer servicing of the Fund's Class A Shares, Class B

Shares and Class C Shares. Because these Shares pay marketing fees on an

ongoing basis, your investment cost may be higher over time than other

shares with different sales charges and marketing fees.

How to Purchase Shares

You may purchase Shares through an investment professional, directly from

the Fund, or through an exchange from another Federated Fund. The Fund

reserves the right to reject any request to purchase or exchange Shares.

Where the Fund offers more than one share class and you do not specify the

class choice on your New Account Form or form of payment (e.g., Federal

Reserve wire or check) you automatically will receive Class A Shares.

THROUGH AN INVESTMENT PROFESSIONAL

* Establish an account with the investment professional; and

* Submit your purchase order to the investment professional before the end

of regular trading on the NYSE (normally 4:00 p.m. Eastern time). You will

receive the next calculated NAV if the investment professional forwards

the order to the Fund on the same day and the Fund receives payment within

three business days. You will become the owner of Shares and receive

dividends when the Fund receives your payment.

Investment professionals should send payments according to the

instructions in the sections "By Wire" or "By Check."

DIRECTLY FROM THE FUND

* Establish your account with the Fund by submitting a completed New

Account Form; and

* Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares and your Shares will be priced at the

next calculated NAV after the Fund receives your wire or your check. If

your check does not clear, your purchase will be canceled and you could be

liable for any losses or fees incurred by the Fund or Federated Shareholder

Services Company, the Fund's transfer agent.

An institution may establish an account and place an order by calling the

Fund and the Shares will be priced at the next calculated NAV after the

Fund receives the order.

BY WIRE

Send your wire to:

State Street Bank and Trust Company

Boston, MA

Dollar Amount of Wire

ABA Number 011000028

Attention: EDGEWIRE

Wire Order Number, Dealer Number or Group Number

Nominee/Institution Name

Fund Name and Number and Account Number

You cannot purchase Shares by wire on holidays when wire transfers are

restricted.

BY CHECK

Make your check payable to THE FEDERATED FUNDS, note your account number on

the check, and mail it to:

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

If you send your check by A PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE

that requires a street address, mail it to:

Federated Shareholder Services Company

1099 Hingham Street

Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund

will not accept third-party checks (checks originally payable to someone

other than you or The Federated Funds).

THROUGH AN EXCHANGE

You may purchase Shares through an exchange from the same Share class of

another Federated Fund. You must meet the minimum initial investment

requirement for purchasing Shares and both accounts must have identical

registrations.

BY SYSTEMATIC INVESTMENT PROGRAM

Once you have opened an account, you may automatically purchase additional

Shares on a regular basis by completing the Systematic Investment Program

section of the New Account Form or by contacting the Fund or your

investment professional.

BY AUTOMATED CLEARING HOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through

a depository institution that is an ACH member. This purchase option can be

established by completing the appropriate sections of the New Account Form.

How to Redeem and Exchange Shares

You should redeem or exchange Shares:

* through an investment professional if you purchased Shares through an

investment professional; or

* directly from the Fund if you purchased Shares directly from the Fund.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption or exchange request to your investment professional

by the end of regular trading on the NYSE (normally 4:00 p.m. Eastern

time). The redemption amount you will receive is based upon the next

calculated NAV after the Fund receives the order from your investment

professional.

DIRECTLY FROM THE FUND

BY TELEPHONE

You may redeem or exchange Shares by calling the Fund at 1-800-341-7400

once you have completed the appropriate authorization form for telephone

transactions.

If you call before the end of regular trading on the NYSE (normally 4:00

p.m. Eastern time), you will receive a redemption amount based on that

day's NAV.

BY MAIL

You may redeem or exchange Shares by mailing a written request to the Fund.

You will receive a redemption amount based on the next calculated NAV after

the Fund receives your written request in proper form. Send requests by

mail to:

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

Send requests by PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE to:

Federated Shareholder Services Company

1099 Hingham Street

Rockland, MA 02370-3317

All requests must include:

* Fund Name and Share Class, account number and account registration;

* amount to be redeemed or exchanged;

* signatures of all shareholders exactly as registered; and

* IF EXCHANGING, the Fund Name and Share Class, account number and account

registration into which you are exchanging.

Call your investment professional or the Fund if you need special

instructions.

SIGNATURE GUARANTEES

Signatures must be guaranteed if:

* your redemption will be sent to an address other than the address of

record;

* your redemption will be sent to an address of record that was changed

within the last 30 days;

* a redemption is payable to someone other than the shareholder(s) of

record; or

* IF EXCHANGING (TRANSFERRING) into another fund with a different

shareholder registration.

A signature guarantee is designed to protect your account from fraud.

Obtain a signature guarantee from a bank or trust company, savings

association, credit union or broker, dealer, or securities exchange

member. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record.

The following payment options are available if you complete the appropriate

section of the New Account Form or an Account Service Options Form. These

payment options require a signature guarantee if they were not established

when the account was opened:

* an electronic transfer to your account at a financial institution that is

an ACH member; or

* wire payment to your account at a domestic commercial bank that is a

Federal Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the

right to pay the redemption price in whole or in part by a distribution of

the Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day

after receiving a request in proper form. Payment may be delayed up to

seven days:

* to allow your purchase to clear;

* during periods of market volatility; or

* when a shareholder's trade activity or amount adversely impacts the

Fund's ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund

if those checks are undeliverable and returned to the Fund.

EXCHANGE PRIVILEGE

You may exchange Shares of the Fund into Shares of the same class of

another Federated Fund. To do this, you must:

* ensure that the account registrations are identical;

* meet any minimum initial investment requirements; and

* receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a

taxable transaction.

The Fund may modify or terminate the exchange privilege at any time. The

Fund's management or Adviser may determine from the amount, frequency and

pattern of exchanges that a shareholder is engaged in excessive trading

that is detrimental to the Fund and other shareholders. If this occurs, the

Fund may terminate the availability of exchanges to that shareholder and

may bar that shareholder from purchasing other Federated Funds.

SYSTEMATIC WITHDRAWAL/EXCHANGE PROGRAM

You may automatically redeem or exchange Shares in a minimum amount of $100

on a regular basis. Complete the appropriate section of the New Account

Form or an Account Service Options Form or contact your investment

professional or the Fund. Your account value must meet the minimum initial

investment amount at the time the program is established. This program may

reduce, and eventually deplete, your account. Payments should not be

considered yield or income. Generally, it is not advisable to continue to

purchase Class A Shares subject to a sales charge while redeeming Shares

using this program.

SYSTEMATIC WITHDRAWAL PROGRAM (SWP) ON CLASS B SHARES

You will not be charged a CDSC on SWP redemptions if:

* you redeem 12% or less of your account value in a single year;

* you reinvest all dividends and capital gains distributions; and

* your account has at least a $10,000 balance when you establish the SWP.

(You cannot aggregate multiple Class B Share accounts to meet this

minimum balance.)

You will be subject to a CDSC on redemption amounts that exceed the 12%

annual limit. In measuring the redemption percentage, your account is

valued when you establish the SWP and then annually at calendar year-end.

You can redeem monthly, quarterly or semi-annually.

For SWP accounts established prior to April 1, 1999, your account must be

at least one year old in order to be eligible for the waiver of the CDSC.

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not

follow reasonable procedures, it may be liable for losses due to

unauthorized or fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund no longer issues share certificates. If you are redeeming or

exchanging Shares represented by certificates previously issued by the

Fund, you must return the certificates with your written redemption or

exchange request. For your protection, send your certificates by

registered or certified mail, but do not endorse them.

Account and Share Information

CONFIRMATIONS AND ACCOUNT STATEMENTS

You will receive confirmation of purchases, redemptions and exchanges

(except for systematic transactions). In addition, you will receive

periodic statements reporting all account activity, including systematic

transactions, dividends and capital gains paid.

DIVIDENDS AND CAPITAL GAINS

The Fund declares and pays any dividends monthly to shareholders. Dividends

are paid to all shareholders invested in the Fund on the record date. The

record date is the date on which a shareholder must officially own Shares

in order to earn a dividend.

In addition, the Fund pays any capital gains at least annually. Your

dividends and capital gains distributions will be automatically reinvested

in additional Shares without a sales charge, unless you elect cash

payments.

If you purchase Shares just before a Fund declares a capital gain

distribution, you will pay the full price for the Shares and then receive a

portion of the price back in the form of a taxable distribution, whether or

not you reinvest the distribution in Shares. Therefore, you should consider

the tax implications of purchasing Shares shortly before the Fund declares

a capital gain. Contact your investment professional or the Fund for

information concerning when capital gains will be paid.

ACCOUNTS WITH LOW BALANCES

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

may be closed if redemptions or exchanges cause the account balance to fall

below the minimum initial investment amount. Before an account is closed,

you will be notified and allowed 30 days to purchase additional Shares to

meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you

in completing your federal, state and local tax returns. It is anticipated

that Fund distributions will be primarily dividends that are exempt from

federal income tax, although a portion of the Fund's dividends may not be

exempt. Dividends may be subject to state and local taxes. Capital gains

and non-exempt dividends are taxable whether paid in cash or reinvested in

the Fund. Redemptions and exchanges are taxable sales. Please consult your

tax adviser regarding your federal, state and local tax liability.

Who Manages the Fund?

The Board of Directors governs the Fund. The Board selects and oversees the

Adviser, Federated Investment Management Company. The Adviser manages the

Fund's assets, including buying and selling portfolio securities. The

Adviser's address is Federated Investors Tower, 1001 Liberty Avenue,

Pittsburgh, PA 15222-3779.

The Adviser and other subsidiaries of Federated advise approximately 175

mutual funds and separate accounts, which totaled approximately

$111 billion in assets as of December 31, 1998. Federated was established

in 1955 and is one of the largest mutual fund investment managers in the

United States with approximately 1,900 employees. More than 4,000

investment professionals make Federated Funds available to their

customers.

THE FUND'S PORTFOLIO MANAGERS ARE:

MARY JO OCHSON

Mary Jo Ochson has been the Fund's portfolio manager since May 1996. She is

Vice President of the Fund. Ms. Ochson joined Federated in 1982 and has

been a Senior Portfolio Manager and a Senior Vice President of the Fund's

Adviser since 1996. From 1988 through 1995, Ms. Ochson served as a

Portfolio Manager and a Vice President of the Fund's Adviser. Ms. Ochson is

a Chartered Financial Analyst and received her M.B.A. in Finance from the

University of Pittsburgh.

J. SCOTT ALBRECHT

J. Scott Albrecht has been the Fund's portfolio manager since May 1996.

Mr. Albrecht joined Federated in 1989. He has been a Senior Portfolio

Manager since 1997 and a Vice President of the Fund's Adviser since 1994.

He was a Portfolio Manager from 1994 to 1996. Mr. Albrecht is a Chartered

Financial Analyst and received his M.S. in Public Management from Carnegie

Mellon University.

ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.60% of the

Fund's average daily net assets. The Adviser may voluntarily waive a

portion of its fee or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures

because certain computer systems may be unable to interpret dates after

December 31, 1999 or experience other date-related problems. The Year 2000

problem may cause systems to process information incorrectly and could

disrupt businesses, such as the Fund, that rely on computers.

While it is impossible to determine in advance all of the risks to the

Fund, the Fund could experience interruptions in basic financial and

operational functions. Fund shareholders could experience errors or

disruptions in Fund share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems

to fix any Year 2000 problems. In addition, they are working to gather

information from third-party providers to determine their Year 2000

readiness.

Year 2000 problems would also increase the risks of the Fund's investments.

To assess the potential effect of the Year 2000 problem, the Adviser is

reviewing information regarding the Year 2000 readiness of issuers of

securities the Fund may purchase. The financial impact of these issues for

the Fund is still being determined. There can be no assurance that

potential Year 2000 problems would not have a material adverse effect on

the Fund.

Financial Information

FINANCIAL HIGHLIGHTS

The Financial Highlights will help you understand the Fund's financial

performance for its past five fiscal years, or since inception, if the life

of the Fund is shorter. Some of the information is presented on a per share

basis. Total returns represent the rate an investor would have earned (or

lost) on an investment in the Fund, assuming reinvestment of any dividends

and capital gains.

This information has been audited by Deloitte & Touche LLP, whose report,

along with the Fund's audited financial statements, is included in the

Annual Report.

Financial Highlights-Class A Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

YEAR ENDED AUGUST 31 1999 1998 1997 1996 1

NET ASSET VALUE, BEGINNING

OF PERIOD $11.04 $10.67 $10.33 $10.42

INCOME FROM INVESTMENT

OPERATIONS:

Net investment income 0.55 0.54 0.58 0.08

Net realized and

unrealized gain (loss) on

investments (0.82) 0.39 0.33 (0.12)

TOTAL FROM INVESTMENT

OPERATIONS (0.27) 0.93 0.91 (0.04)

LESS DISTRIBUTIONS:

Distributions from net

investment income (0.55) (0.56) (0.57) (0.05)

NET ASSET VALUE, END OF

PERIOD $10.22 $11.04 $10.67 $10.33

TOTAL RETURN 2 (2.58%) 8.91% 9.07% (0.36%)

RATIOS TO AVERAGE NET

ASSETS:

Expenses 1.07% 1.08% 1.09% 0.84%3

Net investment income 5.14% 4.98% 5.29% 6.15%3

SUPPLEMENTAL DATA:

Net assets, end of period

(000 omitted) $109,297 $112,179 $94,941 $296

Portfolio turnover 25% 41% 20% 22%

</TABLE>

1 Reflects operations for the period from August 5, 1996 (date of initial

public investment) to August 31, 1996.

2 Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.

3 Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's

Annual Report, dated August 31, 1999, which can be obtained free of charge.

Financial Highlights-Class B Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

YEAR ENDED AUGUST 31 1999 1998 1997 1996 1

NET ASSET VALUE, BEGINNING

OF PERIOD $11.03 $10.66 $10.33 $10.42

INCOME FROM INVESTMENT

OPERATIONS:

Net investment income 0.47 0.44 0.51 0.08

Net realized and

unrealized gain (loss) on

investments (0.81) 0.40 0.31 (0.12)

TOTAL FROM INVESTMENT

OPERATIONS (0.34) 0.84 0.82 (0.04)

LESS DISTRIBUTIONS:

Distributions from net

investment income (0.47) (0.47) (0.49) (0.05)

NET ASSET VALUE, END OF

PERIOD $10.22 $11.03 $10.66 $10.33

TOTAL RETURN 2 (3.23%) 8.08% 8.17% (0.36%)

RATIOS TO AVERAGE NET

ASSETS:

Expenses 1.82% 1.83% 1.84% 0.84% 3

Net investment income 4.39% 4.25% 4.55% 6.15% 3

SUPPLEMENTAL DATA:

Net assets, end of period

(000 omitted) $77,440 $47,028 $14,997 $296

Portfolio turnover 25% 41% 20% 22%

</TABLE>

1 Reflects operations for the period from August 5, 1996 (date of initial

public investment) to August 31, 1996.

2 Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.

3 Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's

Annual Report, dated August 31, 1999, which can be obtained free of charge.

Financial Highlights-Class C Shares

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

YEAR ENDED AUGUST 31 1999 1998 1997 1996 1

NET ASSET VALUE, BEGINNING

OF PERIOD $11.03 $10.66 $10.33 $10.42

INCOME FROM INVESTMENT

OPERATIONS:

Net investment income 0.47 0.45 0.50 0.08

Net realized and

unrealized gain (loss) on

investments (0.81) 0.40 0.32 (0.12)

TOTAL FROM INVESTMENT

OPERATIONS (0.34) 0.85 0.82 (0.04)

LESS DISTRIBUTIONS:

Distributions from net

investment income (0.47) (0.48) (0.49) (0.05)

NET ASSET VALUE, END OF

PERIOD $10.22 $11.03 $10.66 $10.33

TOTAL RETURN 2 (3.24%) 8.11% 8.17% (0.36%)

RATIOS TO AVERAGE NET

ASSETS:

Expenses 1.82% 1.83% 1.86% 0.84% 3

Net investment income 4.39% 4.24% 4.51% 6.15% 3

SUPPLEMENTAL DATA:

Net assets, end of period

(000 omitted) $7,603 $6,269 $1,950 $296

Portfolio turnover 25% 41% 20% 22%

</TABLE>

1 Reflects operations for the period from August 5, 1996 (date of initial

public investment) to August 31, 1996.

2 Based on net asset value, which does not reflect the sales charge or

contingent deferred sales charge, if applicable.

3 Computed on an annualized basis.

Further information about the Fund's performance is contained in the Fund's

Annual Report, dated August 31, 1999, which can be obtained free of charge.

Federated Municipal Opportunities Fund,

Inc.

CLASS A SHARES

CLASS B SHARES

CLASS C SHARES

OCTOBER 31, 1999

A Statement of Additional Information (SAI) dated October 31, 1999, is

incorporated by reference into this prospectus. Additional information

about the Fund and its investments is contained in the Fund's SAI and

Annual and Semi-Annual Reports to shareholders as they become available.

The Annual Report's Management Discussion and Analysis discusses market

conditions and investment strategies that significantly affected the

Fund's performance during its last fiscal year. To obtain the SAI, the

Annual Report, the Semi-Annual Report and other information without

charge, and make inquiries, call your investment professional or the Fund

at 1-800-341-7400.

You can obtain information about the Fund (including the SAI) by writing to

or visiting the Public Reference Room in Washington, DC. You may also

access fund information from the EDGAR Database on the SEC's Internet site

at http://www.sec.gov. You can purchase copies of this information by

contacting the SEC by email at [email protected] or by writing to the

SEC's Public Reference Section, Washington, DC 20549-0102. Call 1-202-942-

8090 for information on the Public Reference Room's operations and copying

fees.

[Graphic]

Federated

Federated Municipal Opportunities

Federated Investors Funds

5800 Corporate Drive

Pittsburgh, PA 15237-7000

1-800-341-7400

WWW.FEDERATEDINVESTORS.COM

Federated Securities Corp., Distributor

Investment Company Act File No. 811-4533

Cusip 313910200

Cusip 313910309

Cusip 313910408

G00570-03 (10/99)

[Graphic]

PROSPECTUS

Federated Municipal Opportunities

Fund, Inc.

[Graphic]

Federated

World-Class Investment Manager

PROSPECTUS

CLASS F SHARES

A mutual fund seeking to provide a high level of current income which is

generally exempt from the federal regular income tax by investing

primarily in a portfolio of long-term, noninvestment grade tax

exempt securities.

As with all mutual funds, the Securities and Exchange Commission (SEC) has

not approved or disapproved these securities or passed upon the adequacy of

this prospectus. Any representation to the contrary is a criminal offense.

OCTOBER 31, 1999

CONTENTS

Risk/Return Summary 1

What are the Fund's Fees and Expenses? 3

What are the Fund's Investment Strategies? 4

What are the Principal Securities in Which the

Fund Invests? 5

What are the Specific Risks of Investing in the Fund? 7

What Do Shares Cost? 8

How is the Fund Sold? 10

How to Purchase Shares 11

How to Redeem and Exchange Shares 12

Account and Share Information 15

Who Manages the Fund? 16

Financial Information 17

Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment objective is to provide a high level of current

income which is generally exempt from the federal regular income tax. While

there is no assurance that the Fund will achieve its investment objective,

it endeavors to do so by following the strategies and policies described in

this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund pursues its objective by investing in a portfolio of tax exempt

securities so that at least 80% of its annual interest income is exempt

from federal regular income tax. Interest income from the Fund's

investments may be subject to the federal alternative minimum tax for

individuals and corporations (AMT). The Fund invests primarily in long-

term, noninvestment grade tax exempt securities.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

All mutual funds take investment risks. Therefore, it is possible to lose

money by investing in the Fund. Following are the primary factors that may

reduce the Fund's returns.

* Issuers of tax exempt securities may default on the payment of interest or

principal when due;

* Prices of tax exempt securities generally fall when interest rates rise;

* There may be more limited trading opportunities for unrated or

noninvestment grade securities; and

* Issuers of tax exempt securities may redeem the securities prior to

maturity at a price below their current market value.

In addition, noninvestment grade securities generally entail greater

credit, interest rate and liquidity risks than investment grade

securities.

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.

RISK/RETURN BAR CHART AND TABLE

[Graphic]

The bar chart shows the variability of the Fund's Class F Shares total

returns on a calendar year-end basis.

The total returns displayed for the Fund's Class F Shares do not reflect

the payment of any sales charges or recurring shareholder account fees. If

these charges or fees had been included, the returns shown would have been

lower.

The Fund's Class F Shares total return for the nine-month period from

January 1, 1999 to September 30, 1999 was (3.91%).

Within the period shown in the Chart, the Fund's Class F Shares highest

quarterly return was 6.60% (quarter ended March 31, 1995). Its lowest

quarterly return was (5.39%) (quarter ended March 31, 1994).

AVERAGE ANNUAL TOTAL RETURN TABLE

The following table represents the Fund's Class F Shares Average Annual

Total Returns, reduced to reflect applicable sales charges, for the

calendar periods ended December 31, 1998. The table shows the Fund's Class

F Shares total returns averaged over a period of years relative to the

Lehman Brothers Municipal Bond Index (LBMBI), a broad-based market

performance benchmark for the tax exempt bond market. Total returns for the

index shown do not reflect sales charges, expenses or other fees that the

SEC requires to be reflected in the Fund's performance. Indexes are

unmanaged, and it is not possible to invest directly in an index.

<TABLE>

CALENDAR PERIOD FUND LBMBI

1 Year 3.43% 6.48%

5 Years 5.00% 6.22%

10 Years 7.20% 8.22%

</TABLE>

Past performance does not necessarily predict future performance. This

information provides you with historical performance information so that

you can analyze whether the Fund's investment risks are balanced by its

potential returns.

What are the Fund's Fees and Expenses?

FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and

hold Class F Shares of the Fund.

<TABLE>

SHAREHOLDER FEES

<S> <C>

Fees Paid Directly From

Your Investment

Maximum Sales Charge

(Load) Imposed on

Purchases (as a percentage

of offering price) 1.00%

Maximum Deferred Sales

Charge (Load) (as a

percentage of original

purchase price or

redemption proceeds,

as applicable) 1.00%

Maximum Sales Charge

(Load) Imposed on

Reinvested Dividends (and

other Distributions)

(as a percentage of

offering price). None

Redemption Fee (as a

percentage of amount

redeemed, if applicable) None

Exchange Fee None

ANNUAL FUND OPERATING

EXPENSES (Before Waiver) 1

Expenses That are Deducted

From Fund Assets (as a

percentage of average net

assets)

Management Fee 0.60%

Distribution (12b-1) Fee 2 0.25%

Shareholder Services Fee 0.25%

Other Expenses 0.22%

Total Annual Fund

Operating Expenses 1.32%

1 Although not contractually obligated to do so, the distributor waived certain

amounts. These are shown below along with the net expenses the Fund actually paid

for the fiscal year ended August 31, 1999. The distributor can terminate this

voluntary waiver at any time.

Total Waiver of Fund

Expenses 0.25%

Total Actual Annual Fund

Operating Expenses (after

waiver) 1.07%

2 Class F Shares did not pay or accrue the distribution (12b-1) fee during the

fiscal year ended August 31, 1999. Class F Shares have no present intention of

paying or accruing the distribution (12b-1) fee during the fiscal year ending

August 31, 2000.

</TABLE>

EXAMPLE

This Example is intended to help you compare the cost of investing in the

Fund's Class F Shares with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund's Class F Shares

for the time periods indicated and then redeem all of your Shares at the

end of those periods. Expenses assuming no redemption are also shown. The

Example also assumes that your investment has a 5% return each year and

that the Fund's Class F operating expenses are BEFORE WAIVERS as shown in

the table and remain the same. Although your actual costs may be higher or

lower, based on these assumptions your costs would be:

<TABLE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS

Expenses assuming redemption $333 $614 $816 $1,674

Expenses assuming no redemption $233 $514 $816 $1,674