FEDERATED MUNICIPAL TRUST
485BPOS, 1994-09-15
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                                   1933 Act File No. 33-31259
                                   1940 Act File No. 811-5911

              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.   30                       X


                            and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940          X

   Amendment No.   30                                      X


                   FEDERATED MUNICIPAL TRUST

      (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 September 19, 1994 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

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 December 15,
1993; 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:

Thomas J. Donnelly, Esquire        Charles H. Morin, Esquire
Houston, Houston & Donnelly        Dickstein, Shapiro & Morin,
L.L.P.
2510 Centre City Tower             2101 L Street, N.W.
650 Smithfield Street              Washington, D.C.  20037
Pittsburgh, Pennsylvania 15222


                     CROSS-REFERENCE SHEET

     This Amendment to the Registration Statement of
FEDERATED MUNICIPAL TRUST, which consists of thirteen
portfolios:  (1) Connecticut Municipal Cash Trust, (a)
Institutional Service Shares; (2) Pennsylvania Municipal
Cash Trust, (a) Cash Series Shares and (b) Institutional
Service Shares; (3) Massachusetts Municipal Cash Trust,
(a) Institu- tional Service Shares and (b) BayFunds Shares;
(4) Minnesota Municipal Cash Trust, (a) Cash Series Shares
and (b) Institutional Shares; (5) New Jersey Municipal Cash
Trust, (a) Institutional Shares and (b) Institutional
Shares; (6) Ohio Municipal Cash Trust, (a) Cash II Shares
and (b) Institutional Shares; (7) Virginia Municipal Cash
Trust, (a) Institutional Shares and (b) Institutional
Service Shares; (8) Alabama Municipal Cash Trust; (9) North
Carolina Municipal Cash Trust; (10) Maryland Municipal Cash
Trust; (11) California Municipal Cash Trust; (12) New York
Municipal Cash Trust, (a) Cash II Shares and (b)
Institutional Service Shares, and (13) Florida Municipal
Cash Trust, relates only to the Florida Municipal Cash Trust
and is comprised of the following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross
Reference)

Item 1.   Cover Page               (1-13) Cover Page.

Item 2.   Synopsis                 (1-13) Summary of Fund
                                   Expenses.

Item 3.   Condensed Financial
          Information              (8,9) Financial
                                   Highlights; (1-9)
                                   Performance Information;
                                   (3b) Tax-Equivalent
                                   Yield.

Item 4.   General Description of
          Registrant               (1-13) General
                                   Information;
                                   (1-13) Investment
                                   Information; (1-13)
                                   Investment Objective; (1-
                                   13) Investment Policies;
                                   (1) Connecticut Municipal
                                   Securities;
                                   (2) Pennsylvania
                                   Municipal Securities;
                                   (3) Massachusetts
                                   Municipal Securities;
                                   (4) Minnesota Municipal
                                   Securities; (5) New
                                   Jersey Municipal
                                   Securities; (6) Ohio
                                   Municipal Securities; (7)
                                   Virginia Municipal
                                   Securities; (8) Alabama
                                   Municipal Securities; (9)
                                   North Carolina Municipal
                                   Securities; (10) Maryland
                                   Municipal Securities;
                                   (11) California Municipal
                                   Securities; (12) New York
                                   Municipal Securities;
                                   (13) Florida Municipal
                                   Securities;
                                   (1-13) Standby
                                   Commitments;
                                   (1) Connecticut
                                   Investment Risks; (2)
                                   Pennsylvania Investment
                                   Risks; (3) Massachusetts
                                   Investment Risks;
                                   (4) Minnesota Investment
                                   Risks; (5) New Jersey
                                   Investment Risks;
                                   (6) Ohio Investment
                                   Risks; (7) Virginia
                                   Investment Risks;
                                   (8) Alabama Investment
                                   Risks; (9) North Carolina
                                   Investment Risks; (10)
                                   Maryland Investment
                                   Risks; (11) California
                                   Investment Risks; (12)
                                   New York Investment
                                   Risks; (1-13) Non-
                                   Diversification;
                                   (1-13) Investment
                                   Limitations;
                                   (1-13) Regulatory
                                   Compliance.

Item 5.   Management of the Fund   (1-13) Federated
                                   Municipal Trust
                                   Information; (1-13)
                                   Management of Federated
                                   Municipal Trust; (1-7,
                                   12) Distribution of Cash
                                   Series, Institutional,
                                   Institutional Service, or
                                   Cash II Shares; (11,13)
                                   Distribution of Fund
                                   Shares; (1-13)
                                   Administration of the
                                   Fund; (7,11,12) Expenses
                                   of the Fund and
                                   Institutional,
                                   Institutional Service, or
                                   Cash II Shares; (8-13)
                                   Expenses of the Fund.

Item 6.   Capital Stock and Other
          Securities               (1-13) Dividends; (1-13)
                                   Capital Gains; (1-13)
                                   Shareholder Information;
                                   (1-13) Voting Rights; (1-
                                   13) Massachusetts
                                   Partnership Law; (1-13)
                                   Tax Information; (1-12)
                                   Federal Income Tax; (1)
                                   Connecticut Tax
                                   Considerations; (2)
                                   Pennsylvania Tax
                                   Considerations; (3)
                                   Massachusetts Tax
                                   Considerations;
                                   (4) Minnesota Tax
                                   Considerations; (5) New
                                   Jersey Tax
                                   Considerations; (6) Ohio
                                   Tax Considerations; (7)
                                   Virginia Tax
                                   Considerations; (8)
                                   Alabama Taxes; (9) North
                                   Carolina Taxes; (10)
                                   Maryland Tax
                                   Considerations; (11)
                                   California State Income
                                   Taxes; (12) New York
                                   State Tax Considerations;
                                   (13) Florida Tax
                                   Considerations; (1-
                                   13) Other State and Local
                                   Taxes; (2,3,4,5,6,7,12)
                                   Other Classes of Shares.

Item 7.   Purchase of Securities Being
          Offered                  (1-13) Net Asset Value;
                                   (4a,5a,6a) Distribution
                                   Plan; (12) Distribution
                                   and Shareholder Servicing
                                   Arrangements; (13)
                                   Distribution and
                                   Shareholder Services
                                   Plan; (8,9,12,13) Other
                                   Payments to Financial
                                   Institutions; (3b,7b)
                                   Shareholder Services
                                   Plan; (1-10, 12)
                                   Investing in Cash Series,
                                   Institutional,
                                   Institutional Services or
                                   Cash II Shares; (8,9,11,
                                   13) Investing in Fund
                                   Shares; (1-6,11,12, 13)
                                   Share Purchases; (1-13)
                                   Minimum Investment
                                   Required; (1-12) What
                                   Shares Cost; (2a,4a,6a)
                                   Systematic Investment
                                   Program; (2a,4a,6a)
                                   Automatic Investments; (1-
                                   13) Subaccounting
                                   Services; (1-13)
                                   Certificates and
                                   Confirmations.

Item 8.   Redemption or Repurchase (1-7,12) Redeeming Cash
                                   Series, Institutional,
                                   Institutional Service or
                                   Cash II Shares; (8,9)
                                   Redeeming Fund Shares;
                                   (11, 13) Redeeming
                                   Shares; (2a,4a,6a, 13)
                                   Through a Financial
                                   Institution;
                                   (2a,4a,6a,10) Directly
                                   from the Fund;
                                   (1,2,3,4b,5,6b,7,11,12)
                                   Telephone Redemption; (1-
                                   9,11,12) Written
                                   Requests; (12, 13) By
                                   Mail; (10, 13) By Writing
                                   a Check; (8, 9, 11)
                                   Checkwriting; (1-7)
                                   Redemption Before
                                   Purchase Instruments
                                   Clear; (1-13) Accounts
                                   With Low Balances.

Item 9.   Pending Legal Proceedings     None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.

Item 10.  Cover Page               (1-13) Cover Page.

Item 11.  Table of Contents        (1-13) Table of Contents.

Item 12.  General Information and
          History                  (1-13) General
                                   Information About the
                                   Fund.

Item 13.  Investment Objectives and
          Policies                 (1-13) Investment
                                   Objective and Policies;
                                   (1-13) Investment
                                   Limitations.

Item 14.  Management of the Fund   (1-10) Federated
                                   Municipal Trust
                                   Management; (11,12, 13)
                                   Trust Management.

Item 15.  Control Persons and Principal
          Holders of Securities    Not applicable.

Item 16.  Investment Advisory and Other
          Services                 (1-13) Investment
                                   Advisory Services; (1-13)
                                   Administrative Services;
                                   (4a,5a,6a,12)
                                   Distribution Plan;
                                   (3b,7b) Shareholder
                                   Services Plan; (13)
                                   Distribution and
                                   Shareholder Services
                                   Plan.

Item 17.  Brokerage Allocation     (1-13) Brokerage
                                   Transactions.

Item 18.  Capital Stock and Other
          Securities               Not applicable.

Item 19.  Purchase, Redemption and Pricing
          of Securities Being Offered   (1-13) Purchasing
                                   Shares;
                                   (1-13) Determining Net
                                   Asset Value; (1-13)
                                   Redeeming Shares.

Item 20.  Tax Status               (1-13) Tax Status.

Item 21.  Underwriters             Not applicable.

Item 22.  Calculation of Performance
          Data                     (1-13) Yield; (1-13)
                                   Effective Yield;
                                   (1,2,3a,4-13) Tax-
                                   Equivalent Yield; (1-132)
                                   Performance Comparisons.

Item 23.  Financial Statements     (1-7) Filed in Part A; (8-
                                   13) To be filed by
                                   Amendment

Parts A and B are incorporated by reference to Registrant's
Post-Effective Amendment No. 29 filed on July 21, 1994.
(File Nos. 33-31259 and 811-5911)

PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements (To be filed by
                                 Amendment)
          (b)  Exhibits:
                (1) Copy of Declaration of Trust of the
                    Registrant (1);
                      (i)           Copy of the Declaration
                         of Trust, as amended (7);
                     (ii)  Copy of Amendment No. 10, dated
                         November 18,
                         1992, to the Declaration of Trust
                         (12);
                    (iii)           Conformed copy of
                         Amendment No. 12, dated Nov. 22,
                         1993, to the Declaration of Trust
                         (17);
                     (iv)           Conformed copy of
                         Amendment No. 13, dated February
                         24, 1994, to the Declaration of
                         Trust (17);
                      (v)           Conformed copy of
                         Amendment No. 14, dated August 25,
                         1994;+
                (2) Copy of By-Laws of the Registrant (7);
                (3) Not applicable;
                (4)   (i)Copy of Specimen Certificates for
                         Shares of Beneficial Interest of
                         Alabama Municipal Cash Trust,
                         Minnesota Municipal Cash Trust
                         (Cash Series Shares and
                         Institutional Shares), Pennsylvania
                         Municipal Cash Trust (Cash Series
                         Shares and Institutional Service
                         Shares), Virginia Municipal Cash
                         Trust (Institutional Service Shares
                         and Institutional Shares), North
                         Carolina Municipal Cash Trust, Ohio
                         Municipal Cash Trust (Cash II
                         Shares and Institutional Shares),
                         Massachusetts Municipal Cash Trust
                         (Institutional Service Shares and
                         BayFunds Shares), and New Jersey
                         Municipal Cash Trust (Institutional
                         Shares and Institutional Service
                         Shares) (16);
                     (ii)           Copy of Specimen
                         Certificate for Maryland Municipal
                         Cash Trust; (17)
                    (iii)           Copy of Specimen
                         Certificate for Florida Municipal
                         Cash Trust;+

+ All exhibits have been filed electronically.
1.        Response is incorporated by reference to
   Registrant's Initial Registration Statement on Form N-1A
   filed on September 29, 1989 (File Nos. 33-31259 and 811-
   5911).
5.        Response is incorporated by reference to
   Registrant's Post-Effective Amendment No. 3 on Form N-1A
   filed on August 3, 1990 (File Nos. 33-31259 and 811-
   5911).
7.        Response is incorporated by reference to
   Registrant's Post-Effective Amendment No. 6 on Form N-1A
   filed on November 6, 1990 (File Nos. 33-31259 and 811-
   5911).
12.       Response is incorporated by reference to
   Registrant's Post-Effective Amendment No. 14 on Form N-
   1A filed on December 23, 1992 (File Nos. 33-31251 and
   811-5911).
13.       Response is incorporated by reference to
   Registrant's Post-Effective Amendment No. 15 on Form N-
   1A filed on December 24, 1992 (File Nos. 33-31251 and
   811-5911).
16.       Response is incorporated by reference to
   Registrant's Post-Effective Amendment No. 21 on Form N-
   1A filed on December 29, 1993 (File Nos. 33-31251 and
   811-5911).
17.       Response is incorporated by reference to
   Registrant's Post-Effective Amendment No. 22 on Form N-
   1A filed on March 2, 1994 (File Nos. 33-31251 and 811-
   5911)
                (5) Copy of Investment Advisory Contract of
                    the
                    Registrant (7);
                      (i) Conformed copy of Exhibit G to
                          Investment Advisory Contract for
                          Virginia Municipal Cash Trust;
                          (18)
                     (ii)           Conformed copy of
                         Exhibit H to Investment Advisory
                         Contract for Alabama Municipal Cash
                         Trust; (19)
                    (iii)           Conformed copy of
                         Exhibit I to Investment Advisory
                         Contract for North Carolina
                         Municipal Cash Trust; (19)
                     (iv)           Conformed copy of
                         Exhibit J to Investment Advisory
                         Contract for Maryland Municipal
                         Cash Trust; (19)
                      (v)           Form of Exhibit K to
                         Investment Advisory Contract for
                         New York Municipal Cash Trust; +
                     (vi)           Form of Exhibit L to
                         Investment Advisory Contract for
                         California Municipal Cash Trust; +
                    (vii)           Form of Exhibit M to the
                         Investment Advisory Contract for
                         Florida Municipal Cash Trust;+
               (6)  Copy of Distributor's Contract of the
                    Registrant (5);
                      (i)           Exhibit M to
                         Distributor's Contract (13);
                     (ii)           Conformed copy of
                         Exhibit N to the Distributor's
                         Contract for Virginia Municipal
                         Cash Trust; (19)
                    (iii)           Conformed copy of
                         Exhibit O to the Distributor's
                         Contract for Alabama Municipal Cash
                         Trust; (19)
                     (iv)           Conformed copy of
                         Exhibit P to the Distributor's
                         Contract for North Carolina
                         Municipal Cash Trust; (19)
                      (v)           Conformed copy of
                         Exhibit Q to the Distributor's
                         Contract for Maryland Municipal
                         Cash Trust; (19)
                     (vi)           Form of Exhibit R to the
                         Distributor's Contract for New York
                         Municipal Cash Trust, Cash II
                         Shares; +
                    (vii)           Form of Exhibit S to the
                         Distributor's Contract for New York
                         Municipal Cash Trust, Institutional
                         Service Shares; +

+ All exhibits have been filed electronically.
 5.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 3 on Form N-1A filed August 3, 1990
     (File Nos. 33-31259 and 811-5911).
 7.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 6 on Form N-1A filed on November 6,
     1990 (File Nos. 33-31259 and 811-5911).
13.  Response is incorporated by reference to Registrant's Post-
     Effective      Amendment No. 15 on Form N-1A filed on
     December 24, 1992 (File Nos. 33-31251 and 811-5911).
15.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 18 on Form N-1A filed on October 1,
     1993 (File Nos. 33-31259 and 811-5911).
17.  Response is incorporated by reference to Registrant's Post-
     Effective   Amendment No. 22 on Form N-1A filed on March 2,
     1994 (File Nos. 33-31251 and 811-5911)
18.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 26 on Form N-1A filed on June 1, 1994
     (File Nos. 33-31259 and 811-5911)
19.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 28 on Form N-1A filed on June 28,
     1994 (File Nos. 33-31259 and 811-5911)
                   (viii)           Form of Exhibit T to the
                         Distributor's Contract for
                         California Municipal Cash Trust; +
                     (ix)           Form of Exhibit U to the
                         Distributor's Contract for Florida
                         Municipal Cash Trust;+
                (7) Not applicable;
                (8)   (i) Conformed copy of Custodian
                    Agreement of the    Registrant; (17)
                      (ii)Conformed copy of Transfer Agency
                    Agreement(17);
                (9)   (i)Conformed copy of Agency Agreement
                         of the Registrant (15);
                      (ii) Conformed copy of Sub-Transfer
                         Agency Agreement of the Registrant
                         (Massachusetts Municipal Cash Trust-
                         -BayFunds Shares only)(15);
                     (iii) Conformed copy of Shareholder
                         Services Agreement of the
                         Registrant (Massachusetts Municipal
                         Cash Trust--BayFunds Shares only)
                         (15);
                    (iv)            Conformed copy of
                         Shareholder Services Agreement of
                         the Registrant (to be filed by
                         Amendment);
                    (v)  Copy of Exhibit A to Shareholder
                         Services Agreement for Virginia
                         Municipal Cash Trust(17);
                    (vii)           Copy of Exhibit B to
                         Shareholder Services Agreement for
                         Maryland Municipal Cash Trust (17);
                    (viii) Conformed copy of Shareholder
                         Services Plan of the Registrant;
                         (18)
                    (ix)   Conformed copy of Exhibit A to
                         Shareholder Services Plan for
                         Virginia Municipal Cash Trust-
                         Institutional Service Shares; (19)
                    (x)    Conformed copy of Exhibit B to
                         Shareholder Services Plan for
                         Maryland Municipal Cash Trust; (18)
                    (xi) Form of Exhibit C to Shareholder
                         Services Plan for Florida Municipal
                         Cash Trust;+
               (10) (i)  Copy of Opinion and Consent of
                         Counsel as to the legality of
                         shares for Minnesota Municipal Cash
                         Trust (5);

+ All exhibits have been filed electronically.
 2.  Response is incorporated by reference to Registrant's
     Pre-Effective Amendment No. 1 on Form N-1A filed on
     October 31, 1989 (File Nos. 33-31259 and 811-5911).
 5.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 3 on Form N-1A filed
     August 3, 1990 (File Nos. 33-31259 and 811-5911).
 7.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 6 on Form N-1A filed on
     November 6, 1990 (File Nos. 33-31259 and 811-5911).
17.       Response is incorporated by reference to
     Registrant's Post-Effective Amendment No. 22 on Form N-
     1A filed on March 2, 1994 (File Nos. 33-31251 and 811-
     5911)
18.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 26 on Form N-1A filed on June 1, 1994
     (File Nos. 33-31259 and 811-5911)
19.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 28 on Form N-1A filed on June 28,
     1994 (File Nos. 33-31259 and 811-5911)
                    (ii) Copy of Opinion and Consent of
                         Counsel as to the legality of
                         shares for New Jersey Municipal
                         Cash Trust (7);
               (11) Not applicable
               (12) Not applicable;
               (13) Copy of Initial Capital Understanding
                    (2);
               (14) Not applicable.
               (15)   (i)Copy of Rule 12b-1 Plan of the
                         Registrant (7);
                         (1) Form of Exhibit H to 12b-1 Plan
                         for New York Municipal Cash Trust,
                         Cash II Shares (19);
                         (2) Form of Exhibit I to 12b-1 Plan
                         for New York Municipal Cash Trust,
                         Institutional Service Shares (19);
                         (3) Form of Exhibit J to 12b-1 Plan
                         for Florida Municipal Cash Trust;+
                     (ii)           Copy of Rule 12b-1
                         Agreement of the Registrant (7);
                         Additional Exhibits to the Rule 12b-
                         1 Plan and Agreement have been
                         executed to reflect the coverage of
                         subsequently created portfolios
                         and/or classes under these
                         documents.  Because these exhibits
                         are substantially identical but
                         differ only as to the Fund name,
                         dates, and any other Fund -
                         specific information, pursuant to
                         Rule 8b-31 of the Investment
                         Company Act they need not be filed.
               (16) Schedules for Computation of Performance
                    Data;
                      (i)           New Jersey Municipal
                         Cash Trust (9);
                     (ii)           Ohio Municipal Cash
                         Trust (10);
                    (iii)           Virginia Municipal Cash
                         Trust (Institutional Share and
                         Institutional Service Shares) (16);
                     (iv)           Alabama Municipal Cash
                         Trust (18);
                      (v)           North Carolina Municipal
                         Cash Trust (18);
               (17) Conformed copy of Power of Attorney(16);
               (18) Not applicable.

+ All exhibits have been filed electronically.
 2.  Response is incorporated by reference to Registrant's
     Pre-Effective Amendment No. 1 on Form N-1A filed on
     October 31, 1989 (File Nos. 33-31259 and 811-5911).
 5.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 3 on Form N-1A filed
     August 3, 1990 (File Nos. 33-31259 and 811-5911).
 7.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 6 on Form N-1A filed on
     November 6, 1990 (File Nos. 33-31259 and 811-5911).
 9.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 10 on Form N-1A filed on
     June 7, 1991 (File Nos. 33-31259 and 811-5911).
10.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 11 on Form N-1A filed on
     June 28, 1991 (File Nos. 33-31259 and 811-5911).
16.       Response is incorporated by reference to
     Registrant's Post-Effective Amendment No. 21 on Form N-
     1A filed on December 29, 1993 (File Nos. 33-31251 and
     811-5911).
18.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 26 on Form N-1A filed on June 1, 1994
     (File Nos. 33-31259 and 811-5911)
19.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 28 on Form N-1A filed on June 28,
     1994 (File Nos. 33-31259 and 811-5911)
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 July 1,
               1994

          Shares of beneficial
          interest (no par value)

          Alabama Municipal Cash Trust          107
          California Municipal Cash Trust         0
          Connecticut Municipal Cash Trust
               Institutional Service Shares     903
          Florida Municipal Cash Trust            0
          Maryland Municipal Cash Trust (as of 5/27/94)
30
          Massachusetts Municipal Cash Trust
               Institutional Service Shares     232
               BayFunds Shares                    3
          Minnesota Municipal Cash Trust
               Cash Series Shares             2,076
               Institutional Shares              40
          New Jersey Municipal Cash Trust
               Institutional Service Shares     119
               Institutional Shares              26
          New York Municipal Cash Trust           0
          North Carolina Municipal Cash Trust   182
          Ohio Municipal Cash Trust
               Cash II Shares                   135
               Institutional Shares              52
          Pennsylvania Municipal Cash Trust
               Cash Series Shares               387
               Institutional Service Shares     295
          Virginia Municipal Cash Trust
               Institutional Shares              25
               Institutional Service Shares     354


Item 27.  Indemnification: (3.)


Item 28.  Business and Other Connections of Investment
                                   Adviser:

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



3.   Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 1 on Form N-1A filed on
     March 22, 1990 (File Nos. 33-31259 and 811-5911).
          The remaining Officers of the investment adviser
          are: William D. Dawson, J. Thomas Madden, Mark L.
          Mallon, Executive Vice Presidents; Henry J.
          Gailliot, Senior Vice President-Economist;
          Peter R. Anderson,   Gary J. Madich, and J. Alan
          Minteer, Senior Vice Presidents; Randall A. Bauer,
          Jonathan C. Conley, Deborah A. Cunningham, Mark E.
          Durbiano, Kathleen M. Foody-Malus, Thomas M.
          Franks, Edward C. Gonzales, Jeff A. Kozemchak,
          Marian R. Marinack, John W. McGonigle, Gregory M.
          Melvin, Susan M. Nason, Mary Jo Ochson, Robert J.
          Ostrowski, Charles A. Ritter, and Christopher H.
          Wiles, Vice Presidents; Edward C. Gonzales,
          Treasurer; and John W. McGonigle, Secretary.  The
          business address of each of the Officers of the
          investment adviser is Federated Investors Tower,
          Pittsburgh, Pennsylvania  15222-3779.  These
          individuals are also officers of a majority of
          the investment advisers to the Funds listed in
          Part B of this Registration Statement under "The
          Funds."

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:
             Alexander Hamilton Funds; American Leaders
             Fund, Inc.; Annuity Management Series;
             Automated Cash Management Trust; Automated
             Government Money Trust; BayFunds;  The
             Biltmore Funds; The Biltmore Municipal Funds;
             California Municipal Cash Trust; Cash Trust
             Series, Inc.; Cash Trust Series II; DG
             Investor Series; Edward D. Jones & Co. Daily
             Passport Cash Trust; Federated ARMs Fund;
             Federated Exchange Fund, Ltd.; Federated GNMA
             Trust; Federated Government Trust; Federated
             Growth Trust; Federated High Yield Trust;
             Federated Income Securities Trust; Federated
             Income Trust; Federated Index Trust; Federated
             Intermediate Government Trust; Federated
             Master Trust;  Federated Municipal Trust;
             Federated Short-Intermediate Government Trust;
             Federated Short-Term U.S. Government Trust;
             Federated Stock Trust; Federated Tax-Free
             Trust; Federated U.S. Government Bond Fund;
             First Priority Funds; First Union Funds; Fixed
             Income Securities, Inc.; Fortress Adjustable
             Rate U.S. Government Fund, Inc.; Fortress
             Municipal Income Fund, Inc.; Fortress Utility
             Fund, Inc.; Fountain Square Funds; Fund for
             U.S. Government Securities, Inc.; Government
             Income Securities, Inc.; High Yield Cash
             Trust; Independence One Mutual Funds; Insight
             Institutional Series, Inc.; 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;
             Mark Twain Funds; Marshall Funds, Inc.; Money
             Market Management, Inc.; The Medalist Funds;
             Money Market Obligations Trust; Money Market
             Trust; The Monitor Funds; Municipal Securities
             Income Trust; New York Municipal Cash Trust;
             111 Corcoran Funds; Peachtree Funds; The
             Planters Funds; Portage Funds; RIMCO Monument
             Funds; The Shawmut Funds; Short-Term Municipal
             Trust; SouthTrust Vulcan Funds; Star Funds;
             The Starburst Funds; The Starburst Funds II;
             Stock and Bond Fund, Inc.; Sunburst Funds;
             Targeted Duration Trust; Tax-Free Instruments
             Trust; Tower Mutual Funds; Trademark Funds;
             Trust for Financial Institutions; Trust for
             Government Cash Reserves; Trust for Short-Term
             U.S. Government Securities; Trust for U.S.
             Treasury Obligations; Vision Fiduciary Funds,
             Inc.; 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
Vice President
Federated Investors Tower                        Executive
Officer, Chief
Pittsburgh, PA 15222-3779                        Operating
Officer, and
                         Asst. Treasurer, Federated
                         Securities Corp.

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

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

John A. Staley, IV       Executive Vice President
- --
Federated Investors Tower                        and
Assistant Secretary,
Pittsburgh, PA 15222-3779                        Federated
Securities Corp.

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

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

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

Mark W. Bloss            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

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

James S. Hamilton        Senior Vice President,        --
Federated Investors Tower                        Federated
Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton          Senior Vice President,        --
Federated Investors Tower                        Federated
Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy        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

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

James R. Ball            Vice President,               --
Federated Investors Tower                        Federated
Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd          Vice President,               --
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

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

Joseph D. Gibbons        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

David C. Glabicki        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

William J. Kerns         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

Dennis M. Laffey         Vice President,               --
Federated Investors Tower                        Federated
Securities Corp.
Pittsburgh, PA 15222-3779

Francis J. Matten, Jr.   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

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

R. Jeffrey Niss          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

Solon A. Person, IV      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

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

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

Charles A. Robison       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

Thomas E. Territ         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

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

Philip C. Hetzel         Assistant Vice President,
- --
Federated Investors Tower                        Federated
Securities Corp.
Pittsburgh, PA 15222-3779

Ernest L. Linane         Assistant Vice President,
- --
Federated Investors Tower                        Federated
Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan         Secretary, Federated    Assistant
Federated Investors Tower                        Securities
Corp.                    Secretary
Pittsburgh, PA 15222-3779



     (c)  Not applicable.


Item 30.  Location of Accounts and Records:  (3.)


Item 31.  Management Services:  Not applicable.




 3.  Response is incorporated by reference to Registrant's
     Post-Effective Amendment No. 1 on Form N-1A filed on
     March 22, 1990 (File Nos. 33-31259 and 811-5911).

Item 32.  Undertakings:

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

          Registrant hereby undertakes to file a post-
          effective amendment on behalf of Florida Municipal
          Cash Trust, using financial statements for such
          portfolio, which need not be certified, within
          four to six months from the effective date of
          Registrant's Post-Effective Amendment Nos. 29 and
          50.

          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 TRUST, certifies that it meets all of the
requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 15th day
of September, 1994.

                   FEDERATED MUNICIPAL TRUST

               BY: /s/G. Andrew Bonnewell
               G. Andrew Bonnewell, Assistant Secretary
               Attorney in Fact for John F. Donahue
               September 15, 1994




   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/G. Andrew Bonnewell
   G. Andrew Bonnewell      Attorney In Fact    September 15,
1994
   ASSISTANT SECRETARY      For the Persons
                            Listed Below

   NAME                       TITLE

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

Glen R. Johnson*            President and Trustee

Edward C. Gonzales*         Vice President and Treasurer
                            (Principal Financial and
                            Accounting Officer)

John T. Conroy, Jr.*        Trustee

William J. Copeland*        Trustee

James E. Dowd*              Trustee

Lawrence D. Ellis, M.D.*    Trustee

Edward L. Flaherty, Jr.*    Trustee

Peter E. Madden*            Trustee

Gregor F. Meyer*            Trustee

Wesley W. Posvar*           Trustee

Marjorie P. Smuts*          Trustee

* By Power of Attorney




                                Exhibit (1)(v) on Form N-1A
                                 Exhibit (3)(1) under Item
                        601/Reg. S-K
                              
                  FEDERATED MUNICIPAL TRUST
                              
                      Amendment No. 14
                    DECLARATION OF TRUST
                   dated September 1, 1989


          THIS Declaration of Trust is amended as follows:

          Delete the first paragraph of Section 5 in Article
III and substitute in its place the following:

               Section 5.  Establishment and Designation of
            Series or Class.

               Without limiting the authority of the
            Trustees set forth in Article XII, Section 8,
            inter alia, to establish and designate
               any additional Series or Class or to modify
            the rights and
               preferences of any existing Series or Class,
            the Series and
               Classes of the Trust shall be and are
            established and
               designated as:

               Alabama Municipal Cash Trust
               California Municipal Cash Trust
               Connecticut Municipal Cash Trust
                    Institutional Service Shares
               Florida Municipal Cash Trust
               Maryland Municipal Cash Trust
               Massachusetts Municipal Cash Trust
                    BayFunds Shares
                    Institutional Service Shares
               Minnesota Municipal Cash Trust
                    Cash Series Shares
                    Institutional Shares
               New Jersey Municipal Cash Trust
                    Institutional Service Shares
                    Institutional Shares
               New York Municipal Cash Trust
                    Cash II Shares
                    Institutional Service Shares
               North Carolina Municipal Cash Trust
               Ohio Municipal Cash Trust
                    Cash II Shares
                    Institutional Shares
               Pennsylvania Municipal Cash Trust
                    Cash Series Shares
                    Institutional Service Shares
               Virginia Municipal Cash Trust
                    Institutional Service Shares
                    Institutional Shares

          The undersigned Assistant Secretary of Federated
Municipal Trust hereby certifies that the above stated
Amendment is a true and correct Amendment to the Declaration
of Trust, as adopted by the Board of Trustees on the 25th
day of August, 1994.

     WITNESS the due execution hereof this 25th day of
August, 1994.



                         /s/ G. Andrew Bonnewell
                                             G. Andrew
Bonnewell
                                        Assistant Secretary

































                                              Exhibit (4)(iii)

                    FEDERATED MUNICIPAL TRUST
                  FLORIDA MUNICIPAL CASH TRUST

Number                                                  Shares
_____                                                    _____

  Account No.         Alpha Code          See Reverse Side For
                                           Certain Definitions






THIS IS TO CERTIFY THAT                        is the owner of





                                            CUSIP_____________


Fully Paid and Non-Assessable Shares of Beneficial Interest of
FLORIDA MUNICIPAL CASH TRUST, a portfolio of FEDERATED MUNICIPAL
TRUST hereafter called the Trust, transferable on the books of
the Trust by the owner in person or by duly authorized attorney
upon surrender of this certificate properly endorsed.

     The shares represented hereby are issued and shall be held
subject to the provisions of the Declaration of Trust and By-
Laws of the Trust and all amendments thereto, all of which the
holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the
Transfer Agent.

     IN WITNESS WHEREOF, the Trust has caused this Certificate
to be signed in its name by its proper officers and to be sealed
with its seal.




Dated:             FEDERATED MUNICIPAL TRUST
                         Corporate Seal
                              1989
                          Massachusetts



/s/                                         Edward C. Gonzales
/s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated
Services                        Company    (Boston)
                                Transfer Agent
                                By:
                                Authorized Signature
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF
GIFT MIN ACT-...Custodian...
TEN ENT -                           as tenants by the entireties
(Cust)  (Minors)
JT  TEN -                           as joint tenants with right
of      under Uniform Gifts to Minors
        survivorship and not as tenants
Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the
above list.

     For value received__________ hereby sell, assign, and
transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


________________________________________________________________
_____________
(Please print or typewrite name and address, including zip code,
of assignee)

________________________________________________________________
_____________

________________________________________________________________
_____________

________________________________________________________________
______ shares

of beneficial interest represented by the within Certificate,

and do hereby irrevocably constitute and appoint

__________________________________________

________________________________________________________________

_____________

to transfer the said shares on the books of the within named

Trust with full power of substitution in the premises.



Dated______________________
                              NOTICE:___________________________
                              ___
                              The signature to this assignment
                              must correspond with the name as
                              written upon the face of the
                              certificate in every particular,
                              without alteration or enlargement
                              or any change whatever.


All persons dealing with Federated Municipal Trust, a
Massachusetts business trust, must look solely to the Trust
property for the enforcement of any claim against the Trust, as
the Trustees, officers, agents or shareholders of the Trust
assume no personal liability whatsoever for obligations entered
into on behalf of the Trust.
            THIS SPACE MUST NOT BE COVERED IN ANY WAY
        DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch
border.

B.   The number in the upper left-hand corner and the number
    of shares in the upper right-hand corner are outlined by
    octagonal boxes.

C.   The cusip number in the middle right-hand area of the
    page is boxed.

D.   The Massachusetts corporate seal appears in the bottom
    middle of the page.


Page Two

     The social security or other identifying number of the
assignee appears in a box in the top-third upper-left area of
the page.





                             -1-
                                   Exhibit 5(v) under Form N-1A
                                   Exhibit 10 under Item 601/Reg.
S-K


                          EXHIBIT K
                           to the
                Investment Advisory Contract

               New York  Municipal Cash Trust

    For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .40  of 1%
of the average daily net assets of the Fund.

    The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .40 of 1% applied to the daily net assets of the Fund.

    The advisory fee so accrued shall be paid to Adviser daily.

    Witness the due execution hereof this 1st day of March, 1994.


Attest:                            FEDERATED MANAGEMENT



/s/ John W. McGonigle              By: /s/ William D. Dawson, III
                  Secretary                    Executive Vice
President


Attest:                            FEDERATED MUNICIPAL TRUST



/s/ S. Elliott Cohan               By: /s/ Edward C. Gonzales
            Assistant Secretary                        Vice
President



                             -1-
                                   Exhibit 5(vi) under Form N-1A
                                   Exhibit 10 under Item 601/Reg.
S-K


                          EXHIBIT L
                           to the
                Investment Advisory Contract

               California Municipal Cash Trust

    For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .50  of 1%
of the average daily net assets of the Fund.

    The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .50 of 1% applied to the daily net assets of the Fund.

    The advisory fee so accrued shall be paid to Adviser daily.

    Witness the due execution hereof this 1st day of March, 1994.


Attest:                            FEDERATED MANAGEMENT



/s/ John W. McGonigle              By: /s/ William D. Dawson, III
                  Secretary                    Executive Vice
President


Attest:                            FEDERATED MUNICIPAL TRUST



/s/ S. Elliott Cohan               By: /s/ Edward C. Gonzales
            Assistant Secretary                        Vice
President






                             -1-
                                   Exhibit 5(vii) under Form N-1A
                                   Exhibit 10 under Item 601/Reg.
S-K


                          EXHIBIT M
                           to the
                Investment Advisory Contract

                Florida Municipal Cash Trust

    For all services rendered by Adviser hereunder, the above-
named Fund of the Trust shall pay to Adviser and Adviser agrees
to accept as full compensation for all services rendered
hereunder, an annual investment advisory fee equal to .40 of 1%
of the average daily net assets of the Fund.

    The portion of the fee based upon the average daily net
assets of the Fund shall be accrued daily at the rate of 1/365th
of .40 of 1% applied to the daily net assets of the Fund.

    The advisory fee so accrued shall be paid to Adviser daily.

    Witness the due execution hereof this 1st day of September,
1994.


Attest:                            FEDERATED MANAGEMENT



                                   By:
                  Secretary                    Executive Vice
President


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
            Assistant Secretary                        Vice
President



                             -1-
                                   Exhibit 6(vi) under Form
N-1A
                                   Exhibit 1 under Item
601/Reg. S-K


                          Exhibit R


                  FEDERATED MUNICIPAL TRUST

                New York Municipal Cash Trust
                       Cash II Shares


    The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 31st day
of August, 1990, between Federated Municipal Trust and
Federated Securities Corp. with respect to the separate
Class of Shares thereof, first set forth in this Exhibit.

    1.  The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the Class.  Pursuant to this appointment FSC is
authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Class ("Shares"), at the current
offering price thereof as described and set forth in the
respective prospectuses of the Trust, and to render
administrative support services to the Trust and its
shareholders.  In addition, FSC is authorized to select a
group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

    2.  Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions:  Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance:  Broker or Administrator provides or arranges
to provide accounting support for all transactions.  Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services:  the Broker or
Administrator continuously provides information about the
product needs of customers.

    3.  During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of up to .25% of the average
aggregate net asset value of the Cash II Shares of New York
Municipal Cash Trust held during the month.  For the month
in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of any fee payable
on the basis of the number of days that the Agreement is in
effect during the month.

    4.  FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Class expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

    5.  FSC will enter into separate written agreements with
various firms to provide certain of the services set forth
in Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or
customers.  The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time
to time by FSC in its sole discretion.

    6.  FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.


    In consideration of the mutual covenants set forth in
the Distributor's Contract dated August 31, 1990 between
Federated Municipal Trust and Federated Securities Corp.,
Federated Municipal Trust executes and delivers this Exhibit
on behalf of the Funds, and with respect to the separate
Class of Shares thereof, first set forth in this Exhibit.

    Witness the due execution hereof this 1st day of March,
1994.


Attest:                            FEDERATED MUNICIPAL TRUST



/s/ John W. McGonigle              By: /s/ Glen R. Johnson
                  Secretary
President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



/s/ S. Elliott Cohan               By: /s/ Edward C. Gonzales
                  Secretary
President

(SEAL)




                             -1-
                                   Exhibit 6(vii) under Form
N-1A
                                   Exhibit 1 under Item
601/Reg. S-K


                          Exhibit S


                  FEDERATED MUNICIPAL TRUST

                New York Municipal Cash Trust
                Institutional Service Shares


    The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 31st day
of August, 1990, between Federated Municipal Trust and
Federated Securities Corp. with respect to the separate
Class of Shares thereof, first set forth in this Exhibit.

    1.  The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the Class.  Pursuant to this appointment FSC is
authorized to select a group of brokers ("Brokers") to sell
shares of the above-listed Class ("Shares"), at the current
offering price thereof as described and set forth in the
respective prospectuses of the Trust, and to render
administrative support services to the Trust and its
shareholders.  In addition, FSC is authorized to select a
group of Administrators ("Administrators") to render
administrative support services   to the Trust and its
shareholders.

    2.  Administrative support services may include, but are
not limited to, the following eleven functions:  (1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker or
Administrator's premises; 2) account closings:  the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions:  Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance:  Broker or Administrator provides or arranges
to provide accounting support for all transactions.  Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services:  the Broker or
Administrator continuously provides information about the
product needs of customers.

    3.  During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of up to .25% of the average
aggregate net asset value of the Institutional Service
Shares of New York Municipal Cash Trust held during the
month.  For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.

    4.  FSC may from time-to-time and for such periods as it
deems appropriate reduce its compensation to the extent any
Class expenses exceed such lower expense limitation as FSC
may, by notice to the Trust, voluntarily declare to be
effective.

    5.  FSC will enter into separate written agreements with
various firms to provide certain of the services set forth
in Paragraph 1 herein.  FSC, in its sole discretion, may pay
Brokers and Administrators a periodic fee in respect of
Shares owned from time to time by their clients or
customers.  The schedules of such fees and the basis upon
which such fees will be paid shall be determined from time
to time by FSC in its sole discretion.

    6.  FSC will prepare reports to the Board of Trustees of
the Trust on a quarterly basis showing amounts expended
hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.


    In consideration of the mutual covenants set forth in
the Distributor's Contract dated August 31, 1990 between
Federated Municipal Trust and Federated Securities Corp.,
Federated Municipal Trust executes and delivers this Exhibit
on behalf of the Funds, and with respect to the separate
Class of Shares thereof, first set forth in this Exhibit.

    Witness the due execution hereof this 1st day of  June,
1994.


Attest:                            FEDERATED MUNICIPAL TRUST



/s/ John W. McGonigle              By: /s/ Glen R. Johnson
                  Secretary
President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



/s/ S. Elliott Cohan               By: /s/ Edward C. Gonzales
                  Secretary
President

(SEAL)




                             -1-
                                   Exhibit 6(viii) under
Form N-1A
                                   Exhibit 1 under Item
601/Reg. S-K
                              
                          Exhibit T
                           to the
                   Distributor's Contract

                  FEDERATED MUNICIPAL TRUST

               California Municipal Cash Trust


     In consideration of the mutual covenants set forth in
the Distributor's Contract dated August 31, 1990 between
Federated Municipal Trust and Federated Securities Corp.,
Federated Municipal Trust  executes and delivers this
Exhibit on behalf of the Funds, and with respect to the
separate Classes of Shares thereof, first set forth in this
Exhibit.


     Witness the due execution hereof this 1st day of
March, 1994.


Attest:                            FEDERATED MUNICIPAL TRUST



/s/ John W. McGonigle              By: /s/ Glen R. Johnson
                  Secretary
President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



/s/ S. Elliott Cohan               By: /s/ Edward C. Gonzales
                  Secretary
President

(SEAL)








                               Exhibit 6(ix) under Form N-1A
                           Exhibit 1 under Item 601/Reg. S-K
                              
                              
                          Exhibit U
                           to the
                   Distributor's Contract

                  FEDERATED MUNICIPAL TRUST

                Florida Municipal Cash Trust


     The following provisions are hereby incorporated and
made part of the Distributor's Contract dated the 31st day
of August, 1990, between Federated Municipal Trust and
Federated Securities Corp. with respect to Classes of the
Funds set forth above.

     1.   The Trust hereby appoints FSC to engage in
activities principally intended to result in the sale of
shares of the above-listed Portfolio ("Shares").  Pursuant
to this appointment, FSC is authorized to select a group of
brokers ("Brokers") to sell Shares at the current offering
price thereof as described and set forth in the respective
prospectuses of the Trust, and to render administrative
support services to the Trust and its shareholders.  In
addition, FSC is authorized to select a group of
administrators ("Administrators") to render administrative
support services to the Trust and its shareholders.

     2.   Administrative support services may include, but
are not limited to, the following functions:  1) account
openings:  the Broker or Administrator communicates account
openings via computer terminals located on the Broker's or
Administrator's premises; 2) account closings:  the Broker
or Administrator communicates account closings via computer
terminals; 3) enter purchase transactions:  purchase
transactions are entered through the Broker's or
Administrator's own personal computer or through the use of
a toll-free telephone number; 4) enter redemption
transactions:  Broker or Administrator enters redemption
transactions in the same manner as purchases; 5) account
maintenance:  Broker or Administrator provides or arranges
to provide accounting support for all transactions.  Broker
or Administrator also wires funds and receives funds for
Trust share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the
Trust's accounts, and provides training and supervision of
its personnel; 6) interest posting:  Broker or Administrator
posts and reinvests dividends to the Trust's accounts; 7)
prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and
shareholder reports; 8) advertisements:  the Broker or
Administrator continuously advertises the availability of
its services and products; 9) customer lists:  the Broker or
Administrator continuously provides names of potential
customers; 10) design services:  the Broker or Administrator
continuously designs material to send to customers and
develops methods of making such materials accessible to
customers; and 11) consultation services:  the Broker or
Administrator continuously provides information about the
product needs of customers.

     3.   During the term of this Agreement, the Trust will
pay FSC for services pursuant to this Agreement, a monthly
fee computed at the annual rate of .25% of the average
aggregate net asset value of the Shares held during the
month.  For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of
days that the Agreement is in effect during the month.

     4.        FSC may from time-to-time and for such
periods as it deems appropriate reduce its compensation to
the extent any Classes' expenses exceed such lower expense
limitation as FSC may, by notice to the Trust, voluntarily
declare to be effective.

      5.       FSC will enter into separate written
agreements with various firms to provide certain of the
services set forth in Paragraph 1 herein.  FSC, in its sole
discretion, may pay Brokers and Administrators a periodic
fee in respect of Shares owned from time to time by their
clients or customers.  The schedules of such fees and the
basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.

     6.        FSC will prepare reports to the Board of
Trustees of the Trust on a quarterly basis showing amounts
expended hereunder including amounts paid to Brokers and
Administrators and the purpose for such payments.

     In consideration of the mutual covenants set forth in
the Distributor's Contract dated August 31, 1990 between
Federated Municipal Trust and Federated Securities Corp.,
Federated Municipal Trust executes and delivers this Exhibit
on behalf of the Funds, and with respect to the separate
Classes of Shares thereof, first set forth in this Exhibit.

     Witness the due execution hereof this 1st day of
September, 1994.


ATTEST:                       FEDERATED MUNICIPAL TRUST



                              By:
               Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


                                   By:
               Secretary                     Executive Vice
President
(SEAL)





                              
                               Exhibit 9(xi) under Form N-1A
                          Exhibit 10 under Item 601/Reg. S-K
                              
                              
                          EXHIBIT C
                           to the
                            Plan

                  FEDERATED MUNICIPAL TRUST

                Florida Municipal Cash Trust
                              

          This Plan is adopted by FEDERATED MUNICIPAL TRUST
with respect to the Shares of the Portfolio of the Trust set
forth above.

          In compensation for the services provided pursuant
to this Plan, Providers will be paid a monthly fee computed
at the annual rate of .25 of 1% of the average aggregate net
asset value of the Shares of Florida Municipal Cash Trust
held during the month.

          Witness the due execution hereof this 1st day of
September, 1994.


                              FEDERATED MUNICIPAL TRUST



                              By:
                                             President






                                     Exhibit (15)(i)(3) on
                          form N-1A
                                    Exhibit (10) under Item
                        601/Reg. S-K
                              
                          EXHIBIT J
                           to the
                            Plan

                  FEDERATED MUNICIPAL TRUST

                Florida Municipal Cash Trust


          This Plan is adopted by FEDERATED MUNICIPAL TRUST
with respect to the Shares of the Portfolio of the Trust set
forth above.

          In compensation for the services provided pursuant
to this Plan, FSC will be paid a monthly fee computed at the
annual rate of .25 of 1% of the average aggregate net asset
value of Shares of Florida Municipal Cash Trust held during
the month.

          Witness the due execution hereof this 1st day of
September, 1994.


                              FEDERATED MUNICIPAL TRUST


                              By:
                                                  President




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