FEDERATED MUNICIPAL TRUST
485APOS, 1994-03-30
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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.   24                                X   
 
                                   and/or
 
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X   
 
     Amendment No.   24                                               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)
     on _________________ pursuant to paragraph (b)
     60 days after filing pursuant to paragraph (a)
  x  on May 1, 1994 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
 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 ten 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; and (10) Maryland Municipal Cash Trust, relates only 
 to the Maryland 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                    (1-10) Cover Page.
 
 Item 2.     Synopsis                      (1-10) Summary of Fund Expenses.
 
 Item 3.     Condensed Financial 
             Information                   (1-7) Financial Highlights; (1-9) 
                                           Performance Information; (3b) 
                                           Tax-Equivalent Yield.
 
 Item 4.     General Description of 
             Registrant                    (1-10) General Information; 
                                           (1-10) Investment Information;
                                           (1-10) 
                                           Investment Objective; (1-10) 
                                           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; 
                                           (1-10) 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; 
                                           (1-10) Non-Diversification; 
                                           (1-10) Investment Limitations; 
                                           (1-10) Regulatory Compliance.
 
 Item 5.     Management of the Fund        (1-10) Federated Municipal Trust 
                                           Information; (1-10) Management of 
                                           Federated Municipal Trust; (1-7) 
                                           Distribution of Cash Series, 
                                           Institutional, Institutional 
                                           Service, 
                                           or Cash II Shares; (8-10) 
                                           Distribution 
                                           of Fund Shares; (1-10) 
                                           Administration 
                                           of the Fund; (7) Expenses of the 
                                           Fund 
                                           and Institutional or Institutional 
                                           Service Shares; (8-10) Expenses 
                                           of the 
                                           Fund.
 
 Item 6.     Capital Stock and Other 
             Securities                    (1-10) Dividends; (1-10) Capital 
                                           Gains; (1-10) Shareholder 
                                           Information; 
                                           (1-10) Voting Rights; (1-10) 
                                           Massachusetts Partnership Law; 
                                           (1-10) 
                                           Tax Information; (1-10) 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; (1-10) Other 
                                           State 
                                           and Local Taxes; (2,3,4,5,6,7) Other 
                                           Classes of Shares.
 
 Item 7.     Purchase of Securities Being
             Offered                       (1-10) Net Asset Value; (4a,5a,6a) 
                                           Distribution Plan; (3b,7b) 
                                           Shareholder 
                                           Services Plan; (1-7,10) Investing in 
                                           Cash Series, Institutional, 
                                           Institutional Services or Cash II 
                                           Shares; (8,9) Investing in Fund 
                                           Shares; (1-6) Share Purchases; 
                                           (1-10) 
                                           Minimum Investment Required; (1-10) 
                                           What Shares Cost; (2a,4a,6a) 
                                           Systematic Investment Program; 
                                           (2a,4a,6a) Automatic Investments; 
                                           (1-10) Subaccounting Services; 
                                           (1-10) 
                                           Certificates and Confirmations.
 
 Item 8.     Redemption or Repurchase      (1-7) Redeeming Cash Series, 
                                           Institutional, Institutional Service 
                                           or Cash II Shares; (8,9) Redeeming 
                                           Fund Shares; (2a,4a,6a) Through a 
                                           Financial Institution; (2a,4a,6a,10) 
                                           Directly from the Fund; 
                                           (1,2,3,4b,5,6b,7) Telephone 
                                           Redemption; (1-9) Written Requests; 
                                           (10) By Mail; (10) By Writing a 
                                           Check; 
                                           (1-9) Redemption Before Purchase 
                                           Instruments Clear; (1-10) Accounts 
                                           With Low Balances.
 
 Item 9.     Pending Legal Proceedings     None.
 
 PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
 
 Item 10.    Cover Page                    (1-10) Cover Page.
 
 Item 11.    Table of Contents             (1-10) Table of Contents.
 
 Item 12.    General Information and 
             History                       (1-10) General Information About 
                                           the Fund.
 
 Item 13.    Investment Objectives and 
             Policies                      (1-10) Investment Objective and 
                                           Policies; (1-10) Investment 
                                           Limitations.
 
 Item 14.    Management of the Fund        (1-10) Federated Municipal Trust 
                                           Management.
 
 Item 15.    Control Persons and Principal
             Holders of Securities         Not applicable.
 
 Item 16.    Investment Advisory and Other
             Services                      (1-10) Investment Advisory Services; 
                                           (1-10) Administrative Services; 
                                           (4a,5a,6a) Distribution Plan; 
                                           (3b,7b) 
                                           Shareholder Services Plan.
 
 Item 17.    Brokerage Allocation          (1-10) Brokerage Transactions.
 
 Item 18.    Capital Stock and Other 
             Securities                    Not applicable.
 
 Item 19.    Purchase, Redemption and Pricing
             of Securities Being Offered   (1-10) Purchasing Shares; 
                                           (1-10) Determining Net Asset Value; 
                                           (1-10) Redeeming Shares.
 
 Item 20.    Tax Status                    (1-10) Tax Status.
 
 Item 21.    Underwriters                  Not applicable.
 
 Item 22.    Calculation of Performance 
             Data                          (1-10) Yield; (1-10) Effective 
                                           Yield; 
                                           (1,2,3a,4,5,6,7,8,9,10) 
                                           Tax-Equivalent 
                                           Yield; (1-10) Performance 
                                           Comparisons.
 
 Item 23.    Financial Statements          (1-7) Filed in Part A; (8-10) To be 
                                           filed by Amendment
 
 
 

Maryland Municipal Cash Trust

(A Portfolio of Federated Municipal Trust)

Prospectus


The shares of Maryland Municipal Cash Trust (the "Fund") offered by this 
prospectus represent interests in a non-diversified portfolio of Federated 
Municipal Trust (the "Trust"), an open-end management investment company (a 
mutual fund).  The Fund invests in Maryland municipal securities to achieve 
current income exempt from federal regular income tax and Maryland state and 
local income tax consistent with stability of principal and liquidity.
The shares offered by this prospectus are not deposits or obligations of any 
bank, are not endorsed or guaranteed by any bank, and are not insured or 
guaranteed by the U.S. government, the Federal Deposit Insurance 
Corporation, the Federal Reserve Board, or any other government agency.  
Investment in these shares involves investment risks including possible loss 
of principal.   The Fund attempts to maintain a stable net asset value of 
$1.00 per share; there can be no assurance that the Fund will be able to do 
so.
This prospectus contains the information you should read and know before you 
invest in the Fund.  Keep this prospectus for future reference.  
The Fund has also filed a Statement of Additional Information dated May 1, 
1994, with the Securities and Exchange Commission.  The information 
contained in the Statement of Additional Information is incorporated by 
reference into this prospectus.  You may request a copy of the Statement of 
Additional Information free of charge by calling 1-800-235-4669.  To obtain 
other information, or make inquiries about the Fund, contact the Fund at the 
address listed in the back of this prospectus. 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED 
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL  OFFENSE.
Prospectus dated May 1, 1994 


 Table of Contents
Summary of Fund Expenses                         1
General Information                              2
Investment Information                           2
Investment Objective                             2
Investment Policies                              2
Acceptable Investments                           2
Variable Rate Demand Notes                       3
Participation Interests                          3
Municipal Leases                                 3
Ratings                                          3
Credit Enhancement                               4
Demand Features                                  4
When-Issued and Delayed Delivery Transactions    4
Temporary Investments                            4
Maryland Municipal Securities                    5
Standby Commitments                              5
Maryland Investment Risks                        5
Non-Diversification                              6
Investment Limitations                           6
Regulatory Compliance                            6
Federated Municipal Trust Information            7
Management of the Trust                          7
Board of Trustees                                7
Investment Adviser                               7
Advisory Fees                                    7
Adviser's Background                             7
Distribution of Fund Shares                      7
Administration of the Fund                       7
Administrative Services                          7
Shareholder Services Plan                        8
Custodian                                        8
Transfer Agent and Dividend Disbursing Agent     8
Legal Counsel                                    8
Independent Public Accountants                   8
Expenses of the Fund                             8
Net Asset Value                                  8
Investing in the Fund                            9
Share Purchases                                  9
Through a Financial Institution                  9
By Wire                                          9
By Mail                                          9
Minimum Investment Required                      9
What Shares Cost                                 9
Subaccounting Services                           10
Certificates and Confirmations                   10
Dividends                                        10
Capital Gains                                    10
Redeeming Shares                                 10
Through a Financial Institution                  10
Receiving Payment                                11
By Wire                                          11
By Check                                         11
By Mail                                          11
By Writing a Check                               12
Redemption Before Purchase Instruments Clear     12
Accounts with Low Balances                       12
Shareholder Information                          12
Voting Rights                                    12
Massachusetts Partnership Law                    12
Tax Information                                  13
Federal Income Tax                               13
Maryland Tax Considerations                      14
Other State and Local Taxes                      14
Performance Information                          14
Addresses                                        Inside Back Cover


 
Summary of Fund Expenses
                      SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases 
    (as a percentage of offering price)                            
Maximum Sales Load Imposed on Reinvested Dividends 
    (as a percentage of offering price)                            
Contingent Deferred Sales Charge (as a percentage of original
    purchase price or redemption proceeds, as applicable)          
Redemption Fee                                                     
Exchange Fee                                                       

                       ANNUAL FUND OPERATING EXPENSES
                   (As a percentage of average net assets)
Management Fees (after waiver)(1)                                  
12b-1 Fees                                                         
Total Other Expenses (after expense reimbursement)                 
      Shareholder Servicing Fee                             
           Total Fund Operating Expenses(2)                        

    (1) The estimated management fee has been reduced to reflect the 
voluntary waiver of the management fee.  The adviser can terminate this 
voluntary waiver at any time at its sole discretion.  The maximum management 
fee is %.
    (2) The Total Fund Operating Expenses are estimated to be % absent the 
anticipated voluntary waiver of the management fee and the anticipated 
voluntary reimbursement of certain other operating expenses.
     *   Total Operating Expenses are estimated based on average expenses 
expected to be incurred during the period ending October 31, 1994. During the 
Course of this period, expenses may be more or less than the average amount 
shown. 

 
The purpose of this table is to assist an investor in understanding the 
various costs and expenses that a shareholder of the Fund will bear, either 
directly or indirectly.  For more complete descriptions of the various costs 
and expenses, see  "Investing in the Fund" and "Federated Municipal Trust 
Information."  Wire-transferred redemptions of less than $5,000 may be 
subject to additional fees.

EXAMPLE                                                                        
                                   1 year                    3 years    
You would pay the following 
expenses on a $1,000
investment assuming (1) 5% 
annual return and (2) redemption
at the end of each time period.  
As noted in the table above, 
the Fund charges no contingent 
deferred sales charge                            $          $          

The above example should not be considered a representation of past or 
future expenses.  Actual expenses may be greater or less than those shown.  
This example is based on estimated data for the Fund's fiscal year ending 
October 31, 1994.
General Information
The Trust was established as a Massachusetts business trust under a 
Declaration of Trust dated September 1, 1989. The Declaration of Trust 
permits the Trust to offer separate series of shares of beneficial interest 
representing interests in separate portfolios of securities. The shares in 
any one portfolio may be offered in separate classes. With respect to this 
Fund, as of the date of this prospectus, the Board of Trustees ("Trustees") 
have established one class of shares. This prospectus relates only to these 
shares ("Shares") of the Fund, which are designed primarily for financial 
institutions acting in an agency or fiduciary capacity as a convenient means 
of accumulating an interest in a professionally managed, non-diversified 
portfolio investing primarily in short-term Maryland municipal securities. A 
minimum initial investment of $10,000 over a 90 day period is required. The 
Fund may not be a suitable investment for non-Maryland taxpayers or 
retirement plans since it invests primarily in Maryland municipal 
securities.
The Fund attempts to stabilize the value of a Share at $1.00. Shares are 
currently sold and redeemed at that price.
Investment Information
Investment Objective
The investment objective of the Fund is to provide current income exempt 
from federal regular income tax and the personal income taxes imposed by the 
State of Maryland and Maryland municipalities consistent with stability of 
principal and liquidity.  This investment objective cannot be changed 
without shareholder approval.  While there is no assurance that the Fund 
will achieve its investment objective, it endeavors to do so by following 
the investment policies described in this prospectus.
Interest income of the Fund that is exempt from the income taxes described 
above retains its tax-free status when distributed to the Fund's 
shareholders. However, income distributed by the Fund may not necessarily be 
exempt from state or municipal taxes in states other than Maryland.
Investment Policies
The Fund pursues its investment objective by investing  in a portfolio of 
Maryland municipal securities (as defined below) maturing in 13 months or 
less.  As a matter of investment policy, which cannot be changed without 
shareholder approval, at least 80% of the Fund's annual interest income will 
be exempt from federal regular income tax and Maryland state and local 
income tax. The average maturity of the securities in the Fund's portfolio, 
computed on a dollar-weighted basis, will be 90 days or less.  Unless 
indicated otherwise, the investment policies set forth below may be changed 
by the Trustees without shareholder approval.  Shareholders will be notified 
before any material change in these policies becomes effective.
Acceptable Investments.  The Fund invests primarily in debt obligations 
issued by or on behalf of  the State of Maryland and its political 
subdivisions and financing authorities, and obligations of other states, 
territories, and possessions of the United States, including the District of 
Columbia, and any political subdivision or financing authority of any of 
these, the income from which is exempt from federal regular income tax and 
Maryland state and local income tax.  Examples of Maryland municipal 
securities include, but are not limited to: 
   tax and revenue anticipation notes ("TRANs") issued to finance working 
   capital needs in anticipation of receiving taxes or other revenues;
   bond anticipation notes ("BANs") that are intended to be refinanced 
   through a later issuance of longer-term bonds;
   municipal commercial paper and other short-term notes;
   variable rate demand notes;
   municipal bonds (including bonds having serial maturities and 
   pre-refunded bonds) and 
   leases; and
   participation, trust and partnership interests in any of the foregoing 
   obligations. 
 Variable Rate Demand Notes.  Variable rate demand notes are long-term debt 
 instruments that have variable or floating interest rates and provide the 
 Fund with the right to tender the security for repurchase at its stated 
 principal amount plus accrued interest.  Such securities typically bear 
 interest at a rate that is intended to cause the securities to trade at 
 par.  The interest rate may float or be adjusted at regular intervals 
 (ranging from daily to annually), and is normally based on a published 
 interest rate or interest rate index. Most variable rate demand notes allow 
 the Fund to demand the repurchase of the security on not more than seven 
 days prior notice.  Other notes only permit the Fund to tender the security 
 at the time of each interest rate adjustment or at other fixed intervals.  
 See "Demand Features."  The Fund treats variable rate demand notes as 
 maturing on the later of the date of the next interest rate adjustment or 
 the date on which the Fund may next tender the security for repurchase.
 Participation Interests.  The Fund may purchase interests in Maryland 
 municipal securities from financial institutions such as commercial and 
 investment banks, savings and loan associations, and insurance companies.  
 These interests may take the form of participations, beneficial interests 
 in a trust, partnership interests or any other form of indirect ownership 
 that allows the Fund to treat the income from the investment as exempt from 
 federal income tax.  The Fund invests in these participation interests in 
 order to obtain credit enhancement or demand features that would not be 
 available through direct ownership of the underlying Maryland municipal 
 securities.
 Municipal Leases.  Municipal leases are obligations issued by state and 
 local governments or authorities to finance the acquisition of equipment 
 and facilities. They may take the form of a lease, an installment purchase 
 contract, a conditional sales contract, or a participation interest in any 
 of the above.
Ratings.  The Maryland municipal securities in which the Fund invests must 
be rated in one of the two highest short-term rating categories by one or 
more nationally recognized statistical rating organizations ("NRSROs").  An 
NRSRO's two highest rating categories are determined without regard for 
sub-categories and gradations.  For example, securities rated SP-1+, SP-1, 
or SP-2  by Standard & Poor's Corporation ("S&P"), MIG-1 or MIG-2 by Moody's 
Investors Service, Inc. ("Moody's"), or FIN-1+, FIN-1, and FIN-2 by Fitch 
Investors Service, Inc. ("Fitch") are all considered rated in one of the two 
highest short-term rating categories.  The Fund will follow applicable 
regulations in determining whether a security rated by more than one NRSRO 
can be treated as being in one of the two highest short-term rating 
categories; currently, such securities must be rated by two NRSROs in one of 
their two highest rating categories.  See "Regulatory Compliance."
Credit Enhancement.  Certain of the Fund's acceptable investments may be 
credit enhanced by a guaranty, letter of credit, or insurance.  The Fund 
typically evaluates the credit quality and ratings of credit enhanced 
securities based upon the financial condition and ratings of the party 
providing the credit enhancement (the "credit enhancer"), rather than the 
issuer.  However, credit enhanced securities will not be treated as having 
been issued by the credit enhancer for diversification purposes, unless the 
Fund has invested more than 10% of its assets in securities issued, 
guaranteed or otherwise credit enhanced by the credit enhancer, in which 
case the securities will be treated as having been issued by both the issuer 
and the credit enhancer.  The bankruptcy, receivership, or default of the 
credit enhancer will adversely affect the quality and marketability of the 
underlying security.
Demand Features.  The Fund may acquire securities that are subject to puts 
and standby commitments ("demand features") to purchase the securities at 
their principal amount (usually with accrued interest) within a fixed period 
(usually seven days) following a demand by the Fund.  The demand feature may 
be issued by the issuer of the underlying securities, a dealer in the 
securities, or by another third party, and may not be transferred separately 
from the underlying security.  The Fund uses these arrangements to provide 
the Fund with liquidity and not to protect against changes in the market 
value of the underlying securities.  The bankruptcy, receivership, or 
default by the issuer of the demand feature, or a default on the underlying 
security or other event that terminates the demand feature before its 
exercise, will adversely affect the liquidity of the underlying security.  
Demand features that are exercisable even after a payment default on the 
underlying security may be treated as a form of credit enhancement.
When-Issued And Delayed Delivery Transactions.  The Fund may purchase 
securities on a when-issued or delayed delivery basis. These transactions 
are arrangements in which the Fund purchases securities with payment and 
delivery scheduled for a future time. The seller's failure to complete these 
transactions  may cause the Fund to miss a price or yield considered to be 
advantageous.
Restricted and Illiquid Securities.  The Fund may invest in restricted 
securities.  Restricted securities are any securities in which the Fund may 
invest pursuant to its investment objective and policies but which are 
subject to restrictions on resale under federal securities laws.  Under 
criteria established by the Trustees, certain restricted securities are 
determined to be liquid.  To the extent that restricted securities are not 
determined to be liquid, the Fund will limit their purchase, together with 
other illiquid securities, to 10% of its net assets.
Temporary Investments.  From time to time, when the investment adviser 
determines that market conditions call for a temporary defensive posture, 
the Fund may invest in tax-exempt or taxable securities such as: obligations 
issued by or on behalf of municipal or corporate issuers having the same 
quality characteristics as described above; obligations issued or guaranteed 
by the U.S. government, its agencies, or instrumentalities; instruments 
issued by a U.S. branch of a domestic bank or other deposit institution 
having capital, surplus, and undivided profits in excess of $100,000,000 at 
the time of investment; and repurchase agreements (arrangements in which the 
organization selling the Fund a temporary investment agrees at the time of 
sale to repurchase it at a mutually agreed upon time and price).
Although the Fund  is permitted to make taxable, temporary investments, 
there is no current intention of generating income subject to federal 
regular income tax or the personal income taxes imposed by the State of 
Maryland.
Maryland Municipal Securities 
Maryland municipal securities are generally issued to finance public works, 
such as airports, bridges, highways, housing, hospitals, mass transportation 
projects, schools, streets, and water and sewer works.  They are also issued 
to repay outstanding obligations, to raise funds for general operating 
expenses, and to make loans to other public institutions and facilities.
Maryland  municipal securities include industrial development bonds issued 
by or on behalf of public authorities to provide financing aid to acquire 
sites or construct and equip facilities for privately or publicly owned 
corporations.  The availability of this financing encourages these 
corporations to locate within the sponsoring communities and thereby 
increases local employment.
The two principal classifications of Maryland municipal securities are 
"general obligation" and "revenue" bonds.  General obligation bonds are 
secured by the issuer's pledge of its full faith and credit and taxing power 
for the payment of principal and interest.  Interest on and principal of 
revenue bonds, however, are payable only from the revenue generated by the 
facility financed by the bond or other specified sources of revenue.  
Revenue bonds do not represent a pledge of credit or create any debt of or 
charge against the general revenues of a municipality or public authority.  
Industrial development bonds are typically classified as revenue bonds.
Standby Commitments
Some securities dealers are willing to sell municipal securities to the Fund 
accompanied by their commitments to repurchase the securities prior to 
maturity, at the Fund's option, for the amortized cost of the securities at 
the time of repurchase. These arrangements are not used to protect against 
changes in the market value of municipal securities. They permit the Fund, 
however, to remain fully invested and still provide liquidity to satisfy 
redemptions. The cost of municipal securities accompanied by these "standby" 
commitments could be greater than the cost of municipal securities without 
such commitments. Standby commitments are not marketable or otherwise 
assignable and have value only to the Fund. The default or bankruptcy  of a 
securities dealer giving such a commitment would not affect the quality of 
the municipal securities purchased.  However, without a standby commitment, 
these securities could be more difficult to sell. The Fund enters into 
standby commitments only with those dealers whose credit the investment 
adviser believes to be of high quality.
Maryland Investment Risks
Yields on Maryland municipal securities depend on a variety of factors, 
including:  the general conditions of the short-term municipal market and of 
the municipal bond market; the size and maturity of the particular offering; 
and the rating of the issue. Further, any adverse economic conditions or 
developments affecting the State of Maryland or its municipalities could 
impact the Fund's portfolio. The ability of the Fund to achieve its 
investment objective also depends on the continuing ability of the issuers 
of Maryland municipal securities and and demand features for such 
securities, or the credit enhancers of either, to meet their obligations for 
the payment of interest and principal when due.  In addition, from time to 
time, the supply of Maryland municipal securities acceptable for purchase by 
the Fund could become limited, especially if issuers do not maintain their 
high quality short-term credit ratings. Obligations of issuers of  Maryland 
municipal securities are subject to the provisions of bankruptcy, 
insolvency, and other laws affecting the rights and remedies of creditors.  
In addition, the obligations of such issuers may become subject to laws 
enacted in the future by Congress, state legislators, or referenda extending 
the time for payment of principal and/or interest, or imposing other 
constraints upon enforcement of such obligations or upon the ability of 
states or municipalities to levy taxes.  There is also the possibility that, 
as a result of litigation or other conditions, the power or ability of any 
issuer to pay, when due, the principal of and interest on its municipal 
securities may be materially affected.   
However, the State of Maryland's substantial resources include a relatively 
stable economic structure, high wealth levels, and a long record of sound 
financial operations all of which provide superior protection to 
bondholders. An expanded discussion of current economic risks associated 
with the purchase of Maryland municipal securities is contained in the 
Statement of Additional Information.
Non-Diversification
The Fund is a non-diversified investment portfolio.  An investment in the 
Fund, therefore, will entail greater risk than would exist in a diversified 
investment portfolio because the higher percentage of investments among 
fewer issuers may result in greater fluctuation in the total market value of 
the Fund's portfolio.  Any economic, political, or regulatory developments 
affecting the value of the securities in the Fund's portfolio will have a 
greater impact on the total value of the portfolio than would be the case if 
the portfolio were diversified among more issuers.
However, the Fund intends to comply with Subchapter M of the Internal 
Revenue Code.  This undertaking requires that, at the end of each quarter of 
each taxable year, with regard to at least 50% of the Fund's total assets, 
no more than 5% of its total assets are invested in the securities of a 
single issuer and that with respect to the remainder of the Fund's total 
assets, no more than 25% of its total assets are invested in the securities 
of a single issuer.
Investment Limitations
The Fund will not borrow money or pledge securities except, under certain 
circumstances, the Fund may borrow up to one-third of the value of its total 
assets and pledge assets to secure such borrowings. This investment 
limitation cannot be changed without shareholder approval.
Regulatory Compliance
The Fund may follow non-fundamental operational policies that are more 
restrictive than its fundamental investment limitations, as set forth in 
this prospectus and its Statement of Additional Information, in order to 
comply with applicable laws and regulations, including the provisions of and 
regulations under the Investment Company Act of 1940, as amended.  In 
particular, the Fund  will comply with the various requirements of Rule 
2a-7, which regulates money market mutual funds.  The Fund will determine 
the effective maturity of its investments, as well as its ability to 
consider a security as having received the requisite short-term ratings by 
NRSROs, according to Rule 2a-7.  The Fund may change these operational 
policies to reflect changes in the laws and regulations without the approval 
of its shareholders.
Federated Municipal Trust Information
Management of the Trust
Board of  Trustees.  The Trust is managed by a Board of Trustees.  The 
Trustees are responsible for managing the Fund's business affairs and for 
exercising all the Trust's powers except those reserved for the 
shareholders.  An Executive Committee of the Board of Trustees handles the 
Board's responsibilities between meetings of the Board.
Investment Adviser.  Investment decisions for the Fund are made by Federated 
Management, the Fund's investment adviser, subject to direction by the 
Trustees. The adviser continually conducts investment research and 
supervision for the Fund and is responsible for the purchase and sale of 
portfolio instruments.
 Advisory Fees.  The adviser receives an annual investment advisory fee 
 equal to .50 of 1% of the Fund's average daily net assets. The adviser has 
 undertaken to reimburse the Fund up to the amount of the advisory fee for 
 operating expenses in excess of limitations established by certain states.  
 The adviser also may voluntarily choose to waive a portion of its fee or 
 reimburse other expenses of the Fund, but reserves the right to terminate 
 such waiver or reimbursement at any time at its sole discretion.
 Adviser's Background.  Federated Management, a Delaware business trust, 
 organized on April 11, 1989,  is a registered investment adviser under the 
 Investment Advisers Act of 1940.  It is a subsidiary of Federated 
 Investors.  All of the Class A (voting) shares of Federated Investors are 
 owned by a trust, the trustees of which are John F. Donahue, Chairman and 
 Trustee of Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, 
 J. Christopher Donahue, who is President and Trustee of Federated 
 Investors.
 Federated Management and other subsidiaries of Federated Investors serve as 
 investment advisers to a number of investment companies and private 
 accounts.  Certain other subsidiaries also provide administrative services 
 to a number of investment companies.  Total assets under management or 
 administration by these and other subsidiaries of Federated Investors are 
 approximately 75 billion.  Federated Investors, which was founded in 1956 
 as Federated Investors, Inc., develops and manages mutual funds primarily 
 for the financial industry.  Federated Investors' track record of 
 competitive performance and its disciplined, risk averse investment 
 philosophy serve approximately 3,500 client institutions nationwide.  
 Through these same client institutions, individual shareholders also have 
 access to this same level of investment expertise.
Distribution of Fund Shares
Federated Securities Corp. is the principal distributor for Shares of the 
Fund.  It is a Pennsylvania corporation organized on November 14, 1969, and 
is the principal distributor for a number of investment companies.  
Federated Securities Corp. is a subsidiary of Federated Investors.
Administration of the Fund
Administrative Services.  Federated Administrative Services, Inc., a 
subsidiary of Federated Investors, provides administrative personnel and 
services necessary to operate the Fund.  Such services include shareholder 
servicing and certain legal and accounting services.  Federated 
Administrative Services, Inc. provides these at approximate cost.
Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan 
(the "Services Plan"). Under the Services Plan, financial institutions will 
enter into shareholder service agreements with the Fund to provide 
administrative support services to their customers who from time to time may 
be owners of record or beneficial owners of Fund Shares. In return for 
providing these support services, a financial institution may receive 
payments from the Fund at a rate not exceeding 0.25% of the average daily 
net assets of the Shares beneficially owned by the financial institution's 
customers for whom it is holder of record or with whom it has a servicing 
relationship. These administrative services may include, but are not limited 
to, the provision of personal service and maintenance of shareholder 
accounts.
Custodian.   State Street Bank and Trust, Boston, MA is custodian for the 
securities and cash of the Fund.
Transfer Agent and Dividend Disbursing Agent.   Federated Services Company,  
Pittsburgh,  PA is transfer agent for the shares of, and dividend disbursing 
agent for, the Fund.
Legal Counsel.  Legal counsel is provided by Houston, Houston and Donnelly, 
Pittsburgh, PA and Dickstein, Shapiro and Morin, Washington, DC
Independent  Public Accountants.  The independent Public Accountants  for 
the Fund are Arthur Andersen and Co., Pittsburgh, PA.
Expenses of the Fund
The Fund pays all of its allocable share of Trust expenses. The expenses of 
the Fund include, but are not limited to, the cost of: organizing the  Trust 
and continuing its existence; Trustees' fees; investment advisory and 
administrative services; printing prospectuses and other Fund documents for 
shareholders; registering the Trust, the Fund, and Shares of the Fund; taxes 
and commissions; issuing, purchasing, repurchasing, and redeeming Shares; 
fees for custodians, transfer agents, dividend disbursing agents, 
shareholder servicing agents, and registrars; printing, mailing, auditing 
and certain accounting and legal expenses; reports to shareholders and 
governmental agencies; meetings of Trustees and shareholders and proxy 
solicitations therefor; insurance premiums; association membership dues; and 
such non-recurring and extraordinary items as may arise. However, the 
Adviser may voluntarily reimburse the Fund the amount, up to the amount of 
the advisory fee, by which operating expenses exceed limitations imposed by 
certain states. 
Net Asset Value
The Fund attempts to stabilize the net asset value of its Shares at $1.00 by 
valuing the portfolio securities using the amortized cost method. The net 
asset value per Share is determined by subtracting total liabilities from 
total assets and dividing the remainder by the number of shares outstanding. 
The Fund cannot guarantee that its net asset value will always remain at 
$1.00 per Share.
Investing in the Trust
Share Purchases
Shares are sold on days on which the New York Stock Exchange and the Federal 
Reserve Wire System are open for business.   Shares may be purchased as 
described below. In connection with any sale, Federated Securities Corp. may 
from time to time offer certain items of nominal value to any shareholder or 
investor. The Fund reserves the right to reject any purchase request.
Through a Financial Institution.   Investors may call their financial 
institutions to place an order.  Orders through a financial institution are 
considered received when the Fund receives payment by wire or converts 
payment by check from the financial institution into federal funds.  It is 
the financial institution's responsibility to transmit orders promptly.  
Financial institutions may charge additional fees for their services.
By Wire.   To purchase by wire, call the Fund.   All information needed will 
be taken over the telephone, and the order is considered received when State 
Street Bank receives payment by wire.  Federal funds should be wired as 
follows:  State Street Bank and Trust Company, Boston, Massachusetts; 
Attention;  EDGEWIRE; For Credit to: Maryland Municipal Cash Trust; Fund 
Number (this number can be found on the account statement or by contacting 
the Fund) Group Number or Order Number; Nominee or Institution Name; and ABA 
Number 011000028. Shares cannot be purchased by wire on days on which the 
New York Stock Exchange is closed and on federal holidays restricting wire 
transfers.
By Mail.   To purchase by mail, send a check made payable to Maryland 
Municipal Cash Trust to State Street Bank and Trust Company, P.O. Box 8604 , 
Boston, MA 02266-8604.   Orders by mail are considered received when payment 
by check is converted by State Street Bank into federal funds. This is 
normally the next business day after the check is received.
Minimum Investment Required
The minimum initial investment is $10,000. However, an account may be opened 
with a smaller amount as long as the minimum is reached within 90 days. 
Minimum investments will be calculated by combining all accounts maintained 
with the Fund. Financial institutions may impose different minimum 
investment requirements on their customers.
What Shares Cost
Shares are sold at their net asset value next determined after an order is 
received. There is no sales charge imposed by the Fund. Investors who 
purchase Shares through a bank or broker may be charged an additional 
service fee by that bank or broker.
The net asset value is determined at 12:00 noon (Eastern time), 1:00 p.m. 
(Eastern time), and 4:00 p.m. (Eastern time), Monday through Friday, except 
on: (i) days on which there are not sufficient changes in the value of the 
Fund's portfolio securities that its net asset value might be materially 
affected; (ii) days during which no shares are tendered for redemption and 
no orders to purchase shares are received; or (iii) the following holidays: 
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence 
Day, Labor Day, Thanksgiving Day, and Christmas Day.
Subaccounting Services
Financial institutions are encouraged to open single master accounts. 
However, certain financial institutions may wish to use the transfer agent's 
subaccounting system to minimize their internal recordkeeping requirements. 
The transfer agent charges a fee based on the level of subaccounting 
services rendered. Financial institutions may charge or pass through 
subaccounting fees as part of or in addition to normal trust or agency 
account fees. They may also charge fees for other services provided which 
may be related to the ownership of Fund Shares. This prospectus should, 
therefore, be read together with any agreement between the customer and the 
financial institution with regard to the services provided, the fees charged 
for those services and any restrictions and limitations imposed.
Certificates and Confirmations
As transfer agent for the Fund, Federated Services Company maintains a share 
account for each shareholder.  Share certificates are not issued unless 
requested by contacting the Fund or Federated Services Company in writing.
Monthly confirmations are sent to report transactions such as all purchases 
and redemptions as well as  dividends paid during the month.
Dividends
Dividends are declared daily and paid monthly. Dividends are automatically 
reinvested on payment dates in additional Shares of the Fund unless cash 
payments are requested by writing to the Fund. Shares purchased by wire 
before 1:00 p.m. (Eastern time) begin earning dividends that day. Shares 
purchased by check begin earning dividends on the day after the check is 
converted, upon instruction of the transfer agent,  into federal funds.
Capital Gains
The Fund does not expect to realize any capital gains or losses. If capital 
gains or losses were to occur, they could result in an increase or decrease 
in dividends. The Fund will distribute in cash or additional Shares any 
realized net long-term capital gains at least once every 12 months.
Redeeming Shares
Shares are redeemed at their net asset value next determined after the Fund 
receives the redemption request.  Redemptions will be made on days on which 
the Fund computes its net asset value. Redemption requests must be received 
in proper form and can be made as described below.
Through a Financial Institution
Shares may be redeemed by calling the shareholder's financial institution. 
Shares will be redeemed at the net asset value next determined after the 
Fund receives the redemption request from the financial institution. The 
financial institution is responsible for promptly submitting redemption 
requests and providing proper written redemption instructions. The financial 
institution may charge customary fees and commissions for this service.
An authorization form permitting redemption requests by telephone must first 
be completed. Authorization forms and information on this service are 
available from Federated Securities Corp. Telephone redemption instructions 
may be recorded. If reasonable procedures are not followed by the Fund, it 
may be liable for losses due to unauthorized or fraudulent telephone 
instructions.
In the event of drastic economic or market changes, a shareholder may 
experience difficulty in redeeming by telephone. If this occurs, another 
method of redemption, such as "By Mail", should be considered.
Receiving Payment.  Pursuant to instructions from the financial institution, 
redemptions will be made by check or by wire.
   By Wire.  Proceeds for redemption requests received before 12:00 noon, 
   (Eastern time) will be wired the same day but will not be entitled to 
   that day's dividend. Redemption requests received after 12:00 noon, 
   (Eastern time) will receive that day's dividends and will be wired the 
   following business day.
   By Check.  Normally, a check for the proceeds is mailed within one 
   business day, but in no event more than seven days, after receipt of a 
   proper redemption request.  Dividends are paid up to and including the 
   day that a redemption request is processed.
By Mail
Shares may be redeemed by sending a written request to the transfer agent.  
The written request should state: Maryland Municipal Cash Trust; 
shareholder's name; the account number; and the Share or dollar amount 
requested. Sign the request exactly as the Shares are registered. 
Shareholders should call the Fund for assistance in redeeming by mail.
If share certificates have been issued, they must be properly endorsed and 
should be sent by registered or certified mail with the written request. 
Shareholders requesting a redemption of $50,000 or more, a redemption of any 
amount to be sent to an address other than that on record with the Fund, or 
a redemption payable other than to the shareholder of record must have their 
signatures guaranteed by:
   a trust company or commercial bank whose deposits are insured by the Bank 
   Insurance Fund which is administered by the Federal Deposit Insurance 
   Corporation ("FDIC");
   a member firm of the New York, American, Boston, Midwest, or Pacific 
   Stock  Exchange; 
   a savings bank or savings and loan association whose deposits are insured 
   by the Savings Association Insurance Fund, which is administered by the 
   FDIC; or
   any other "eligible guarantor institution," as defined in the Securities 
   Exchange Act of 1934.
The Fund does not accept signatures guaranteed by a notary public.
The Fund and the transfer agent have adopted standards for accepting 
signature guarantees from the above institutions.  The Fund may elect in the 
future to limit eligible signature guarantors to institutions that are 
members of the signature guarantee program. The Fund and its transfer agent 
reserve the right to amend these standards at any time without notice.
Normally, a check for the proceeds is mailed within one business day, but in 
no event more than seven days, after receipt of a proper written redemption 
request. Dividends are paid up to and including the day that a redemption 
request is processed.
By Writing a Check
At the shareholder's request, State Street Bank and Trust will establish a 
checking account for redeeming shares. A fee is charged for this service. 
For further information, contact the  Fund.
With this checking account, Shares may be redeemed by writing a check. The 
redemption will be made at the net asset value on the date that the check is 
presented to the Fund. A check may not be written to close an account. A 
shareholder may obtain cash by negotiating the check through the 
shareholder's local bank. Checks should never be made payable or sent to 
State Street Bank and Trust to redeem Shares. Cancelled checks are sent to 
the shareholder each month.
Redemption Before Purchase Instruments Clear
When shares are purchased by check, the proceeds from the redemption of 
those shares are not available until the Fund or its agents are reasonably 
certain that the purchase check has cleared, which could take up to ten 
calendar days.
Accounts with Low Balances
Due to the high cost of maintaining accounts with low balances, the Fund may 
redeem shares in any account and pay the proceeds to the shareholder if the 
account balance falls below a required minimum value of $10,000 due to 
shareholder redemptions.
Before Shares are redeemed to close an account, the shareholder is notified 
in writing and allowed 30 days to purchase additional Shares to meet the 
minimum requirement.
Shareholder Information
Voting Rights
Each share of the Trust gives the shareholder one vote in Trustee elections 
and other matters submitted to shareholders for vote. All shares of all 
classes of each portfolio in the Trust have equal voting rights, except that 
in matters affecting only a particular portfolio or class, only shares of 
that portfolio or class are entitled to vote.  As a Massachusetts business 
trust, the Trust is not required to hold annual shareholder meetings. 
Shareholder approval will be sought only for certain changes in the Trust's 
or the Fund's operation and for the election of Trustees under certain 
circumstances.
Trustees may be removed by the Trustees or by shareholders at a special 
meeting. A special meeting of the shareholders for this purpose shall be 
called by the Trustees upon the written request of shareholders owning at 
least 10% of the outstanding Shares of the Trust.
Massachusetts Partnership Law
Under certain circumstances, shareholders may be held personally liable as 
partners under Massachusetts law for obligations of the Trust.  To protect 
its shareholders, the Trust has filed legal documents with Massachusetts 
that expressly disclaim the liability of its shareholders for acts or 
obligations of the Trust.  These documents require notice of this disclaimer 
to be given in each agreement, obligation, or instrument the Trust or its 
Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the 
Trust's obligations, the Trust is required by the Declaration of Trust to 
use its property to protect or compensate the shareholder.  On request, the 
Trust will defend any claim made and pay any judgment against a shareholder 
for any act or obligation of the Trust.  Therefore, financial loss resulting 
from liability as a shareholder will occur only if the Trust itself cannot 
meet its obligations to indemnify shareholders and pay judgments against 
them.
Tax Information
Federal Income Tax
The Fund will pay no federal income tax because it expects to meet 
requirements of the Internal Revenue Code applicable to regulated investment 
companies and to receive the special tax treatment afforded to such 
companies.
The Fund will be treated as a single, separate entity for federal income tax 
purposes so that income (including capital gains) and losses realized by the 
Trust's other portfolios will not be combined for tax purposes with those 
realized by the Fund.
Shareholders are not required to pay the federal regular income tax on any 
dividends received from the  Fund that represent net interest on tax-exempt 
municipal bonds. However, under the Tax Reform Act of 1986, dividends 
representing net interest earned on certain "private activity" bonds issued 
after August 7, 1986, may be included in calculating the federal individual 
alternative minimum tax or the federal alternative minimum tax for 
corporations. The Fund may purchase all types of municipal bonds, including 
private activity bonds.
The alternative minimum tax, up to 28% of alternative minimum taxable income 
for individuals and 20% for corporations, applies when it exceeds the 
regular tax for the taxable year. Alternative minimum taxable income is 
equal to the regular taxable income of the taxpayer increased by certain 
"tax preference" items not included in regular taxable income and reduced by 
only a portion of the deductions allowed in the calculation of the regular 
tax. 
The Tax Reform Act of 1986 treats interest on certain "private activity" 
bonds issued after August 7, 1986, as a tax preference item for both 
individuals and corporations. Unlike traditional governmental purpose 
municipal bonds, which finance roads, schools, libraries, prisons and other 
public facilities, private activity bonds provide benefits to private 
parties. The Fund may purchase all types of municipal bonds, including 
private activity bonds. Thus, should it purchase any such bonds, a portion 
of the Fund's dividends may be treated as a tax preference item.
In addition, in the case of a corporate shareholder, dividends of the Fund 
which represent interest on municipal bonds may be subject to the 20% 
corporate alternative minimum tax because the dividends are included in a 
corporation's "adjusted current earnings." The corporate alternative minimum 
tax treats 75% of the excess of a taxpayer's pre-tax "adjusted current 
earnings" over the taxpayer's preadjusted alternative minimum taxable income 
as a tax preference item. "Adjusted current earnings " is based upon the 
concept of a corporation's "earnings and profits." Since "earnings and 
profits" generally includes the full amount of any Fund dividend, and 
alternative minimum taxable income does not include the portion of the 
Fund's dividend attributable to municipal bonds which are not private 
activity bonds, 75% of the difference will be included in the calculation of 
the corporation's alternative minimum tax.
Dividends of the Fund representing net interest income earned on some 
temporary investments and any realized net short-term gains are taxed as 
ordinary income. 
These tax consequences apply whether dividends are received in cash or as 
additional shares.
Maryland Tax Considerations 
Under existing Maryland law, shareholders of the Fund who are individuals, 
corporations, estates or trusts will not be subject to Maryland state or 
local taxes on Fund dividends to the extent that such dividends qualify as 
exempt-interest dividends for federal income tax purposes which are 
attributable to (i) interest on tax-exempt obligations of Maryland or its 
political subdivisions or authorities, (ii) interest on obligations of the 
United States or an authority, commission, instrumentality, possession or 
territory of the United States, or (iii) gain realized by the Fund from the 
sale or exchange of bonds issued by Maryland, a political subdivision of 
Maryland, or the United States government (excluding obligations issued by 
the District of Columbia, a territory or possession of the United States, or 
a department, agency, instrumentality, or political subdivision of the 
District, territory or possession).
Distributions, if any, derived from other sources generally will be taxable 
for Maryland income tax purposes to shareholders of the Fund who are subject 
to Maryland income tax.

Other State and Local Taxes
Income from the Fund is not necessarily free from taxes in states other than 
Maryland.  Shareholders are urged to consult their own tax advisers 
regarding the status of their accounts under state and local tax laws.
Performance Information
From time to time the Fund advertises its yield, effective yield, and 
tax-equivalent yield.  
Yield represents the annualized rate of income earned on an investment over 
a seven-day period.  It is the annualized dividends earned during the period 
on an investment shown as a percentage of the investment.  The effective 
yield is calculated similarly to the yield, but when annualized, the income 
earned by an investment is assumed to be reinvested daily.  The effective 
yield will be slightly higher than the yield because of the compounding 
effect of this assumed reinvestment. The tax-equivalent yield is calculated 
similarly to the yield, but is adjusted to reflect the taxable yield that 
would have to be earned to equal the Fund's tax exempt yield, assuming a 
specific tax rate.
Advertisements and sales literature may also refer to total return.  Total 
return represents the change, over a specified period of time, in the value 
of an investment in the Fund after reinvesting all income distributions.  It 
is calculated by dividing that change by the initial investment and is 
expressed as a percentage.
From time to time, the Fund may advertise its performance using certain 
reporting services and/or compare its performance to certain indices.

 
Fund
Maryland Municipal Cash Trust          Federated Investors Tower
                                       Pittsburgh, Pennsylvania 15222-3779

Distributor
Federated Securities Corp.             Federated Investors Tower
                                       Pittsburgh, Pennsylvania 15222-3779

Investment Advisor
Federated Management                   Federated Investors Tower
                                       Pittsburgh, Pennsylvania 15222-3779

Custodian 
State Street Bank and Trust Company    P.O. Box 8602
                                       Boston, Massachusetts 02266-8602

Transfer Agent and 
Dividend Disbursing Agent
Federated Services Company             Federated Investors Tower
                                       Pittsburgh, Pennsylvania 15222-3779

Legal Counsel
Houston, Houston & Donnelly            2510 Centre City Tower
                                       Pittsburgh, Pennsylvania 15222

Legal Counsel
Dickstein, Shapiro & Morin             2101 L Street, N.W.
                                       Washington, D.C. 20037

Independent Public Accountants
Arthur Andersen & Co.                  2100 PPG Place 
                                       Pittsburgh, Pennsylvania 15222





Maryland Municipal Cash Trust

Prospectus

A non-diversified Portfolio of Federated Municipal Trust,
an Open-End Management Investment Company

Prospectus dated 




FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS

FEDERATED INVESTORS TOWER
PITTSBURGH, PA  15222-3779


                         MARYLAND MUNICIPAL CASH TRUST
                   (A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
                      STATEMENT OF ADDITIONAL INFORMATION

     This Statement of Additional Information should be read with the
     prospectus of Maryland Municipal Cash Trust (the "Fund") dated May 1,
     1994. This Statement is not a prospectus itself. To receive a copy of
     the prospectus, write or call Federated Municipal Trust.

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

                          Statement dated May 1, 1994

         FEDERATED SECURITIES CORP.
             ---------------------------------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS
             A subsidiary of FEDERATED INVESTORS

TABLE OF CONTENTS

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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Acceptable Investments                                                       1
  When-Issued and Delayed
     Delivery Transactions                                                     1
  Temporary Investments                                                        2
  Investment Limitations                                                       2
  Maryland Investment Risks                                                    4

TRUST MANAGEMENT                                                               4
- ---------------------------------------------------------------

  Officers and Trustees                                                        4
  Fund Ownership                                                               6
  The Funds                                                                    6
  Trustee Liability                                                            7

INVESTMENT ADVISORY SERVICES
                                                                               7
- ---------------------------------------------------------------

  Adviser to the Fund                                                          7
  Advisory Fees                                                                7

ADMINISTRATIVE SERVICES                                                        7
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                         7
- ---------------------------------------------------------------

PURCHASING SHARES                                                              8
- ---------------------------------------------------------------

  Conversion to Federal Funds                                                  8

DETERMINING NET ASSET VALUE                                                    8
- ---------------------------------------------------------------

  Use of Amortized Cost Method                                                 8

REDEEMING SHARES                                                               9
- ---------------------------------------------------------------

  Redemption in Kind                                                           9

TAX STATUS                                                                     9
- ---------------------------------------------------------------

  The Fund's Tax Status                                                        9

YIELD                                                                         10
- ---------------------------------------------------------------

EFFECTIVE YIELD                                                               10
- ---------------------------------------------------------------

TAX-EQUIVALENT YIELD                                                          10
- ---------------------------------------------------------------

  Tax-Equivalency Table                                                       10

PERFORMANCE COMPARISONS                                                       11
- ---------------------------------------------------------------

APPENDIX                                                                      12
- ---------------------------------------------------------------


GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

The Fund is a portfolio in Federated Municipal Trust (the "Trust"), which was
established as a Massachusetts business trust under a Declaration of Trust dated
September 1, 1989.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is to provide current income exempt from federal
regular income tax and the income tax imposed by the State of Maryland and
Maryland municipalities consistent with stability of principal. The investment
objective cannot be changed without approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in debt obligations issued by or on behalf of the
State of Maryland and of other states, territories and possessions of the United
States, including the District of Columbia, and any political subdivision or
financing authority of any of these, the income from which is, in the opinion of
qualified legal counsel, exempt from both federal regular income tax and
Maryland state and local income tax.

When determining whether a Maryland municipal security presents minimal credit
risks, the investment adviser considers the creditworthiness of the issuer of
the security, the issuer of a demand feature if the Fund has the unconditional
right to demand payment for the security, or the guarantor of payment by either
of those issuers.

If a security loses its rating or the security's rating is reduced below the
required minimum after the Fund purchased it, the Fund is not required to sell
the security. The investment adviser considers this event, however, in its
determination of whether the Fund should continue to hold the security in its
portfolio. If ratings made by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Corporation ("S&P") change because of changes in those
organizations or in their rating systems, the Fund will try to use comparable
ratings as standards in accordance with the investment policies described in the
Fund's prospectus.

     MUNICIPAL LEASES

       The Fund may purchase municipal securities in the form of participation
       interests which represent undivided proportional interests in lease
       payments by a governmental or non-profit entity. The lease payments and
       other rights under the lease provide for and secure the payments on the
       certificates. Lease obligations may be limited by municipal charter or
       the nature of the appropriation for the lease. In particular, lease
       obligations may be subject to periodic appropriation. If the entity does
       not appropriate funds for future lease payments, the entity cannot be
       compelled to make such payments. Furthermore, a lease may provide that
       the participants cannot accelerate lease obligations upon default. The
       participants would only be able to enforce lease payments as they became
       due. In the event of a default or failure of appropriation, unless the
       participation interests are credit enhanced, it is unlikely that the
       participants would be able to obtain an acceptable substitute source of
       payment.

       Under the criteria currently established by the Board of Trustees
       ("Trustees"), the Fund's investment adviser must consider the following
       factors in determining the liquidity of municipal lease securities: (1)
       the frequency of trades and quotes for the security; (2) the volatility
       of quotations and trade prices for the security; (3) the number of
       dealers willing to purchase or sell the security and the number of
       potential purchasers; (4) dealer undertakings to make a market in the
       security; (5) the nature of the security and the nature of the
       marketplace trades; (6) the rating of the security and the financial
       condition and prospects of the issuer of the security; and (7) such other
       factors as may be relevant to the Fund's ability to dispose of the
       security. In the case of a municipal lease security, the adviser must
       also consider the following additional factors: (a) whether the lease can
       be terminated by the lessee; (b) the potential recovery, if any, from a
       sale of the leased property upon termination of the lease; (c) the
       lessee's general credit strength; (d) the likelihood that the lessee will
       discontinue appropriating funding for the leased property because the
       property is no longer deemed essential to its operations; and (e) any
       credit enhancement or legal recourse provided upon an event of
       nonappropriation or other termination of the lease.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

These transactions are arrangements in which the Fund purchases securities with
payment and delivery scheduled for a future time. The Fund engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with the Fund's investment objective and
policies, not for investment leverage.

These transactions are made to secure what is considered to be an advantageous
price and yield for the Fund. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

No fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Fund sufficient to make payment for the securities
to be purchased are segregated on the Fund's records at the trade date. These
securities are marked to market daily and maintained until the transaction is
settled.

The Fund may engage in these transactions to an extent that would cause the
segregation of an amount up to 20% of the total value of its assets.

TEMPORARY INVESTMENTS

The Fund may also invest in high quality temporary investments during times of
unusual market conditions for defensive purposes and to maintain liquidity.

     REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers and
       other recognized financial institutions sell U.S. government securities
       or other securities to the Fund and agree at the time of sale to
       repurchase them at a mutually agreed upon time and price within one year
       from the date of acquisition. The Fund or its custodian will take
       possession of the securities subject to repurchase agreements and these
       securities will be marked to market daily. To the extent that the
       original seller does not repurchase the securities from the Fund, the
       Fund could receive less than the repurchase price on any sale of such
       securities. In the event that a defaulting seller filed for bankruptcy or
       became insolvent, disposition of such securities by the Fund might be
       delayed pending court action. The Fund believes that under the regular
       procedures normally in effect for custody of the Fund's portfolio
       securities subject to repurchase agreements, a court of competent
       jurisdiction would rule in favor of the Fund and allow retention or
       disposition of such securities. The Fund will only enter into repurchase
       agreements with banks and other recognized financial institutions, such
       as broker/dealers, which are deemed by the Fund's investment adviser to
       be creditworthy pursuant to guidelines established by the Trustees.

INVESTMENT LIMITATIONS

     SELLING SHORT AND BUYING ON MARGIN

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

     ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities except that the Fund may borrow
       money directly or through reverse repurchase agreements in amounts up to
       one-third of the value of its net assets, including the amounts borrowed.

       The Fund will not borrow money or engage in reverse repurchase agreements
       for investment leverage, but rather as a temporary, extraordinary, or
       emergency measure or to facilitate management of the portfolio by
       enabling the Fund to meet redemption requests when the liquidation of
       portfolio securities is deemed to be inconvenient or disadvantageous. The
       Fund will not purchase any securities while borrowings in excess of 5% of
       its total assets are outstanding.

     PLEDGING ASSETS

       The Fund will not mortgage, pledge, or hypothecate any assets except to
       secure permitted borrowings. In those cases, it may pledge assets having
       a market value not exceeding the lesser of the dollar amounts borrowed or
       15% of the value of its total assets at the time of the pledge.

     INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate or real estate limited
       partnership's, although it may invest in securities of issuers whose
       business involves the purchase or sale of real estate or in securities
       which are secured by real estate or interests in real estate.

     INVESTING IN COMMODITIES

       The Fund will not purchase or sell commodities, commodity contracts, or
       commodity futures contracts.

     UNDERWRITING

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

     LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets, except that it may acquire
       publicly or nonpublicly issued Maryland municipal securities or temporary
       investments or enter into repurchase agreements, in accordance with its
       investment objective, policies, limitations, and its Declaration of
       Trust.

     CONCENTRATION OF INVESTMENTS

       The Fund will not purchase securities if, as a result of such purchase,
       25% or more of the value of its total assets would be invested in any one
       industry or in industrial development bonds or other securities, the
       interest upon which is paid from revenues of similar types of projects.
       However, the Fund may invest as temporary investments more than 25% of
       the value of its assets in cash or cash items, securities issued or
       guaranteed by the U.S. government, its agencies, or instrumentalities, or
       instruments secured by these money market instruments, such as repurchase
       agreements.

The above investment limitations cannot be changed without shareholder approval.
The following investment limitations, however, may be changed by the Trustees
without shareholder approval. Shareholders will be notified before any material
change in these limitations becomes effective.

     RESTRICTED SECURITIES

       The Fund will not invest more than 10% of its total assets in securities
       subject to restrictions on resale under the Securities Act of 1933 except
       for certain restricted securities which meet the criteria for liquidity
       as established by the Trustees.

     ILLIQUID SECURITIES

       The Fund will not invest more than 10% of the value of its net assets in
       securities which are illiquid, including repurchase agreements providing
       for settlement in more than seven days after notice, certain restricted
       securities not determined by the Trustees to be liquid, and
       non-negotiable fixed time deposits with maturities over seven days.

     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

       The Fund will not purchase securities of other investment companies,
       except as part of a merger, consolidation, reorganization, or other
       acquisition.

     INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       industrial development bonds or other municipal securities where the
       principal and interest is the responsibility of companies (or guarantors,
       where applicable) with less than three years of continuous operations,
       including the operation of any predecessor.

     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
     THE TRUST

       The Fund will not purchase or retain the securities of any issuer if the
       officers and Trustees of the Trust or its investment adviser, owning
       individually more than 1/2 of 1% of the issuer's securities, together own
       more than 5% of the issuer's securities.

     INVESTING IN MINERALS

       The Fund will not purchase or sell oil, gas, or other mineral exploration
       or development programs, or leases.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

The Fund does not expect to borrow money or pledge securities in excess of 5% of
the value of its net assets during the coming fiscal year.

In order to comply with certain state restrictions, the Fund will not invest in
real estate limited partnership's or oil, gas or other mineral leases.

For purpose of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items".

MARYLAND INVESTMENT RISKS

The State of Maryland's economy differs from that of the nation, with a far
smaller contribution to jobs and earnings coming from manufacturing, and a
heavier dependence on government, services (particularly business, engineering,
and management services), and trade. Much of Maryland's economic structure
reflects its location adjacent to Washington, DC. The state was little affected
by the recession of the early 1980's with total jobs growing at a pace 23%
faster that the nation's during the entire decade. In the 1990-91 recession, the
state experienced significant job losses in the construction and retail trade
sectors; however, throughout the recession and during the past two years, the
state's unemployment rate remained below that of the nation. Slow growth is now
apparent in several sectors of the state's economy.

State finances are well managed with strong administrative control exercised by
the State Board of Public Works, which is comprised of the governor, treasurer,
and the controller. The revenue stream is diversified, relying on sales and
income taxes; state property tax continues to be levied to provide for a portion
of debt service. The State experienced moderate financial strain from 1990
through 1992, requiring successive budgetary adjustments and remedial action to
control operating deficits. The fiscal 1994 budget relies on conservative
revenue estimates and economic growth, and establishes a rainy day fund at 5% of
General Fund revenues, up from the 2% target level of prior years.

Maryland has been among the most heavily indebted of the states, although its
position is more moderate given the borrowing associated with the state's
assumption of local school construction costs. Closely following the annual
recommendation of its capital debt affordability committee, the state has
restrained borrowing in recent years, yielding a more modest relative debt
position.

The Fund's concentration in securities issued by the State and its political
subdivisions provides a greater level of risk than a fund which is diversified
across numerous states and municipal entities. The ability of the State or its
municipalities to meet their obligations will depend on the availability of tax
and other revenues; economic, political, and demographic conditions within the
State; and the underlying fiscal condition of the State, and its municipalities.

TRUST MANAGEMENT
- --------------------------------------------------------------------------------

OFFICERS AND TRUSTEES

Officers and Trustees are listed with their addresses, principal occupations,
and present positions, including any affiliation with Federated Management,
Federated Investors, Federated Securities Corp., Federated Services Company,
Federated Administrative Services, Inc., and the Funds (as defined below).

<TABLE>
<CAPTION>
                                   POSITION WITH         PRINCIPAL OCCUPATION
NAME AND ADDRESS                   THE TRUST             DURING PAST FIVE YEARS
<S>                                <C>                   <C>
John F. Donahue*\                  Chairman and          Chairman and Trustee, Federated Investors; Chairman and Trustee,
Federated Investors Tower          Trustee               Federated Advisers, Federated Management, and Federated Research;
Pittsburgh, PA                                           Director, AEtna Life and Casualty Company; Chief Executive Officer and
                                                         Director, Trustee, or Managing General Partner of the Funds; formerly,
                                                         Director, The Standard Fire Insurance Company. Mr. Donahue is the father
                                                         of J. Christopher Donahue, Vice President of the Trust.

John T. Conroy, Jr.                Trustee               President, Investment Properties Corporation; Senior Vice-President,
Wood/IPC Commercial                                      John R. Wood and Associates, Inc., Realtors; President, Northgate
Department                                               Village Development Corporation; General Partner or Trustee in private
John R. Wood and                                         real estate ventures in Southwest Florida; Director, Trustee, or
Associates, Inc., Realtors                               Managing General Partner of the Funds; formerly, President, Naples
3255 Tamiami Trail North                                 Property Management, Inc.
Naples, FL

William J. Copeland                Trustee               Director and Member of the Executive Committee, Michael Baker, Inc.;
One PNC Plaza                                            Director, Trustee, or Managing General Partner of the Funds; formerly,
23rd Floor                                               Vice Chairman and Director, PNC Bank, N.A. and PNC Bank Corp. and
Pittsburgh, PA                                           Director, Ryan Homes, Inc.

James E. Dowd                      Trustee               Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
571 Hayward Mill Road                                    Trustee, or Managing General Partner of the Funds; formerly, Director,
Concord, MA                                              Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D.            Trustee               Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
3471 Fifth Avenue                                        Hospitals; Clinical Professor of Medicine and Trustee, University of
Suite 1111                                               Pittsburgh; Director, Trustee, or Managing General Partner of the Funds.
Pittsburgh, PA

Edward L. Flaherty, Jr.\           Trustee               Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park
5916 Penn Mall                                           Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Pittsburgh, PA                                           Trustee, or Managing General Partner of the Funds; formerly, Counsel,
                                                         Horizon Financial, F.A., Western Region.

Glen R. Johnson*                   President and         Trustee, Federated Investors; President and/or Trustee of some of the
Federated Investors Tower          Trustee               Funds; staff member, Federated Securities Corp. and Federated
Pittsburgh, PA                                           Administrative Services, Inc.

Peter E. Madden                    Trustee               Consultant; State Representative, Commonwealth of Massachusetts;
225 Franklin Street                                      Director, Trustee, or Managing General Partner of the Funds; formerly,
Boston, MA                                               President, State Street Bank and Trust Company and State Street Boston
                                                         Corporation and Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer                    Trustee               Attorney-at-law; Partner, Meyer and Flaherty; Chairman,
5916 Penn Mall                                           Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director,
Pittsburgh, PA                                           Trustee, or Managing General Partner of the Funds; formerly, Vice
                                                         Chairman, Horizon Financial, F.A.

Wesley W. Posvar                   Trustee               Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
1202 Cathedral of Learning                               Endowment for International Peace, OnLine Computer Library Center, Inc.,
University of Pittsburgh                                 RAND Corporation, and U.S. Space Foundation; Chairman, Czecho Slovak
Pittsburgh, PA                                           Management Center; Director, Trustee or Managing General Partner of the
                                                         Funds; President Emeritus, University of Pittsburgh; formerly Chairman,
                                                         National Advisory Council for Environmental Policy and Technology.

Marjorie P. Smuts                  Trustee               Public relations/marketing consultant; Director, Trustee, or Managing
4905 Bayard Street                                       General Partner of the Funds.
Pittsburgh, PA

J. Christopher Donahue             Vice President        President and Trustee, Federated Investors; Trustee, Federated Advisers,
Federated Investors Tower                                Federated Management, and Federated Research; President and Director,
Pittsburgh, PA                                           Federated Administrative Services, Inc.; Trustee, Federated Services
                                                         Company; President or Vice President of the Funds; Director, Trustee or
                                                         Managing General Partner of some of the Funds. Mr. Donahue is the son of
                                                         John F. Donahue, Chairman and Trustee of the Trust.

Richard B. Fisher                  Vice President        Executive Vice President and Trustee, Federated Investors; Chairman and
Federated Investors Tower                                Director, Federated Securities Corp.; President or Vice President of the
Pittsburgh, PA                                           Funds; Director or Trustee of some of the Funds.

Edward C. Gonzales                 Vice President        Vice President, Treasurer and Trustee, Federated Investors; Vice
Federated Investors Tower          and Treasurer         President and Treasurer, Federated Advisers, Federated Management, and
Pittsburgh, PA                                           Federated Research; Trustee, Federated Services Company; Executive Vice
                                                         President, Treasurer, and Director, Federated Securities Corp.;
                                                         Chairman, Treasurer, and Director, Federated Administrative Services,
                                                         Inc.; Trustee or Director of some of the Funds; Vice President and
                                                         Treasurer of the Funds.

John W. McGonigle                  Vice President        Vice President, Secretary, General Counsel, and Trustee, Federated
Federated Investors Tower          and Secretary         Investors; Vice President, Secretary and Trustee, Federated Advisers,
Pittsburgh, PA                                           Federated Management, and Federated Research; Trustee, Federated
                                                         Services Company; Executive Vice President, Secretary, and Director,
                                                         Federated Administrative Services, Inc.; Director and Executive Vice
                                                         President, Federated Securities Corp.; Vice President and Secretary of
                                                         the Funds.

John A. Staley, IV                 Vice President        Vice President and Trustee, Federated Investors; Executive Vice
Federated Investors Tower                                President, Federated Securities Corp.; President and Trustee, Federated
Pittsburgh, PA                                           Advisers, Federated Management, and Federated Research; Vice President
                                                         of the Funds; Director, Trustee, or Managing General Partner of some of
                                                         the Funds; formerly, Vice President, The Standard Fire Insurance Compa-
                                                         ny and President of its Federated Research Division.
</TABLE>

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

\Member of the Trust's Executive Committee. The Executive Committee of the Board
 of Trustees handles the responsibilities of the Trustees between meetings of
 the Trustees.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding shares.

THE FUNDS

"The Funds" and "Funds" mean the following investment companies: A.T. Ohio
Tax-Free Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; BankSouth
Select Funds; The Boulevard Funds; California Municipal Cash Trust; Cash Trust
Series, Inc.; Cash Trust Series II; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; FT Series, Inc.; 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; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
Term Trust, Inc.--1999; Liberty U.S. Government Money Market Trust; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Mark Twain Funds; Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds; The
Planters Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds; Short-
Term Municipal Trust; Signet Select Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; and Trust for U.S. Treasury Obligations.

TRUSTEE LIABILITY

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

INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

The Fund's investment adviser is Federated Management. Federated Management is a
subsidiary of Federated Investors. All of the Class A (voting) shares of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, his wife, and his son, J. Christopher Donahue. John F. Donahue is
Chairman and Trustee, Federated Management; Chairman and Trustee, Federated
Investors; and Chairman and Trustee of the Trust. John A. Staley, IV, is
President and Trustee, Federated Management; Vice President and Trustee,
Federated Investors; Executive Vice President, Federated Securities Corp.; and
Vice President of the Trust. J. Christopher Donahue is Trustee, Federated
Management; President and Trustee, Federated Investors; President and Director,
Federated Administrative Services, Inc.; and Vice President of the Trust. John
W. McGonigle is Vice President, Secretary, and Trustee, Federated Management;
Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Executive Vice President, Secretary and Director, Federated Administrative
Services, Inc.; Executive Vice President and Director, Federated Securities
Corp; and Vice President and Secretary of the Trust.

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

ADVISORY FEES

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus.

     STATE EXPENSE LIMITATIONS

       The adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the adviser will reimburse the
       Fund for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this expense
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

       These arrangements are not part of the advisory contract and have been
       established only to comply with applicable state authorities. They may be
       amended or rescinded in the future.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------

Federated Administrative Services, Inc., a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund at approximate cost.
John A. Staley, IV, an officer of the Trust, and Dr. Henry J. Gailliot, an
officer of Federated Management, the adviser to the Fund, hold approximately 15%
and 20%, respectively, of the outstanding common stock and serve as directors of
Commercial Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services, Inc. For the fiscal years ended
October 31, 1993, 1992, and 1991, Federated Administrative Services, Inc. paid
approximately $165,431, $189,741, and $187,677, respectively, for services
provided by Commercial Data Services, Inc.

BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the investment adviser will generally
use those who are recognized dealers in specific portfolio instruments, except
when a better price and execution of the order can be obtained elsewhere. The
adviser makes decisions on portfolio transactions and selects brokers and
dealers subject to review by the Trustees.

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the adviser
and may include:

advice as to the advisability of investing in securities;

security analysis and reports;

economic studies;

industry studies;

receipt of quotations for portfolio evaluations; and

similar services.

The adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising other accounts. To the extent that
receipt of these services may supplant services for which the adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange and the Federal Reserve Wire System are open for business.
The procedure for purchasing shares is explained in the prospectus under
"Investing in the Fund."

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds. State Street Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------

The Fund attempts to stabilize the value of a share at $1.00. The days on which
net asset value is calculated by the Fund are described in the prospectus. Net
asset value will not be calculated on the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

USE OF AMORTIZED COST METHOD

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in Rule 2a-7, as amended (the
"Rule"), promulgated by the Securities and Exchange Commission under the
Investment Company Act of 1940. Under the Rule, the Trustees must establish
procedures reasonably designed to stabilize the net asset value per share, as
computed for purposes of distribution and redemption, at $1.00, taking into
account current market conditions and the Fund's investment objective.

Under the Rule, the Fund is permitted to purchase instruments which are subject
to demand features or standby commitments. As defined by the Rule, a demand
feature entitles the Fund to receive the principal amount of the instrument from
the issuer or a third party (1) on no more than 30 days' notice or (2) at
specified intervals not exceeding one year on no more than 30 days' notice. A
standby commitment entitles the Fund to achieve same day settlement and to
receive an exercise price equal to the amortized cost of the underlying
instrument plus accrued interest at the time of exercise.

Although demand features and standby commitments are techniques and are defined
as "puts" under the Rule, the Fund does not consider them to be "puts" as that
term is used in the Fund's investment limitations. Demand features and standby
commitments are features which enhance an instrument's liquidity, and the
investment limitation which proscribes puts is designed to prohibit the purchase
and sale of put and call options and is not designed to prohibit the Fund from
using techniques which enhance the liquidity of portfolio instruments.

     MONITORING PROCEDURES

       The Trustees' procedures include monitoring the relationship between the
       amortized cost value per share and the net asset value per share based
       upon available indications of market value. The Trustees will decide
       what, if any, steps should be taken if there is a difference of more than
       0.5% between the two values. The Trustees will take any steps they
       consider appropriate (such as redemption in kind or shortening the
       average portfolio maturity) to minimize any material dilution or other
       unfair results arising from differences between the two methods of
       determining net asset value.

     INVESTMENT RESTRICTIONS

       The Rule requires that the Fund limit its investments to instruments
       that, in the opinion of the Trustees, present minimal credit risk and
       have received the requisite rating from one or more nationally recognized
       statistical rating organizations. If the instruments are not rated, the
       Trustees must determine that they are of comparable quality. The Rule
       also requires the Fund to maintain a dollar-weighted average portfolio
       maturity (not more than 90 days) appropriate to the objective of
       maintaining a stable net asset value of $1.00 per share. In addition, no
       instrument with a remaining maturity of more than 397 days can be
       purchased by the Fund. For the treatment of Variable Rate Municipal
       Securities with demand features, refer to "Variable Rate Demand Notes" in
       the prospectus.

       Should the disposition of a portfolio security result in a
       dollar-weighted average portfolio maturity of more than 90 days, the Fund
       will invest its available cash to reduce the average maturity to 90 days
       or less as soon as possible.

The Fund may attempt to increase yield by trading portfolio securities to take
advantage of short-term market variations. This policy may, from time to time,
result in high portfolio turnover. Under the amortized cost method of valuation,
neither the amount of daily income nor the net asset value is affected by any
unrealized appreciation or depreciation of the portfolio.

In periods of declining interest rates, the indicated daily yield on shares of
the Fund, computed by dividing the annualized daily income on the Fund's
portfolio by the net asset value computed as above, may tend to be higher than a
similar computation made by using a method of valuation based upon market prices
and estimates.

In periods of rising interest rates, the indicated daily yield on shares of the
Fund computed the same way may tend to be lower than a similar computation made
by using a method of calculation based upon market prices and estimates.

REDEEMING SHARES
- --------------------------------------------------------------------------------

The Fund redeems shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Although State Street Bank does not charge
for telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

REDEMPTION IN KIND

Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Fund's portfolio. To the extent available,
such securities will be readily marketable.

Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner the
Trustees determine to be fair and equitable.

The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Trust is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:

derive at least 90% of its gross income from dividends, interest, and gains from
the sale of securities;

derive less than 30% of its gross income from the sale of securities held less
than three months;

invest in securities within certain statutory limits; and

distribute to its shareholders at least 90% of its net income earned during the
year.

YIELD
- --------------------------------------------------------------------------------

The Fund calculates its yield based upon the seven days ending on the day of the
calculation, called the "base period." This yield is computed by:

determining the net change in the value of a hypothetical account with a balance
of one share at the beginning of the base period, with the net change excluding
capital changes but including the value of any additional shares purchased with
dividends earned from the original one share and (on funds that pay dividends
daily) all dividends declared on the original and any purchased shares;

dividing the net change in the account's value by the value of the account at
the beginning of the base period to determine the base period return; and

multiplying the base period return by (365/7).

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
the performance will be reduced for those shareholders paying those fees.

EFFECTIVE YIELD
- --------------------------------------------------------------------------------

The Fund's effective yield is computed by compounding the unannualized base
period return by:

adding 1 to the base period return;

raising the sum to the 365/7th power; and

subtracting 1 from the result.

TAX-EQUIVALENT YIELD
- --------------------------------------------------------------------------------

The Fund's tax-equivalent yield is calculated similarly to the yield, but is
adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield, assuming a 39.6% tax rate (the maximum effective federal
rate for individuals) assuming that income earned is 100% tax-exempt.

     TAX-EQUIVALENCY TABLE

       The Fund may also use a tax-equivalency table in advertising and sales
       literature. The interest earned by the municipal bonds in the Fund's
       portfolio generally remains free from federal regular income tax,* and is
       often free from state and local taxes as well. As the table below
       indicates, a "tax-free" investment is an attractive choice for investors,
       particularly in times of narrow spreads between tax-free and taxable
       yields.

<TABLE>
<CAPTION>
                                     TAXABLE YIELD EQUIVALENT FOR 1994
                                             STATE OF MARYLAND
                                         INCLUDING LOCAL INCOME TAX
- ------------------------------------------------------------------------------------------------------------
                                    COMBINED FEDERAL, STATE AND COUNTY INCOME TAX BRACKET
<S>              <C>          <C>          <C>            <C>           <C>           <C>           <C>
                  22.50%      35.50%       38.50%         40.00%        43.50%        45.00%        48.60%
- ------------------------------------------------------------------------------------------------------------
SINGLE                 $1-    $22,751-      $55,101-     $100,001-                   $140,001-          Over
Return:             22,750      55,100       100,000       140,000                     250,000      $250,000
Joint                  $1-    $38,001-      $91,851-                   $140,001-     $150,001-          Over
Return:             38,000      91,850       140,000                     150,000       250,000      $250,000
- ------------------------------------------------------------------------------------------------------------
<CAPTION>
TAX-EXEMPT YIELD                                          TAXABLE YIELD EQUIVALENT
- ------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>          <C>            <C>           <C>           <C>           <C>
3.50%                4.52%       5.43%         5.69%         5.83%         6.19%         6.36%         6.81%
4.00                  5.16        6.20          6.50          6.67          7.08          7.27          7.78
4.50                  5.81        6.98          7.32          7.50          7.96          8.18          8.75
5.00                  6.45        7.75          8.13          8.33          8.85          9.09          9.73
5.50                  7.10        8.53          8.94          9.17          9.73         10.00         10.70
6.00                  7.74        9.30          9.76         10.00         10.62         10.91         11.67
6.50                  8.39       10.08         10.57         10.83         11.50         11.82         12.65
7.00                  9.03       10.85         11.38         11.67         12.39         12.73         13.62
7.50                  9.68       11.63         12.20         12.50         13.27         13.64         14.59
8.00                 10.32       12.40         13.01         13.33         14.16         14.55         15.56
</TABLE>

Note: The maximum marginal tax rate for each bracket was used in calculating the
      taxable yield equivalent. Furthermore, additional state and local taxes
      paid on comparable taxable investments were not used to increase federal
      deductions. The local income tax rate is assumed to be 50% of the state
      rate for all counties excluding Alleghany, Montgomery, Prince George's,
      Talbot, and Worcester.

The chart above is for illustrative purposes only. It is not an indicator of
past or future performance of the Fund.

*Some portion of the Fund's income may be subject to the federal alternative
 minimum tax and state and local regular or alternative minimum taxes.

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of the Fund depends upon such variables as:

portfolio quality;

average portfolio maturity;

type of instruments in which the portfolio is invested;

changes in interest rates on money market instruments;

changes in the Fund's expenses; and

the relative amount of Fund cash flow.

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

LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all income dividends and capital gains distributions, if any.
From time to time, the Fund will quote its Lipper ranking in the "tax-exempt
money market fund" category in advertising and sales literature.

MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
NASDAQ-listed mutual funds of all types, according to their risk adjusted
returns. The maximum rating is five stars and ratings are effective for two
weeks.

Advertisements and other sales literature for the Fund may refer to total
return. Total return is the historic change in the value of an investment in the
Fund based on the monthly reinvestment of dividends over a specified period of
time.

APPENDIX
- --------------------------------------------------------------------------------

                       MUNICIPAL BOND RATING DEFINITIONS

STANDARD AND POOR'S CORPORATION

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC--Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
outweighed by large uncertainties of major risk exposure to adverse conditions.

C--The rating C is reserved for income bonds on which no interest is being paid.

D--Debt rated D is in default, and payment of interest and/or repayment of
principal is in arreas.

MOODY'S INVESTORS SERVICE, INC.

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characterstics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

                    SHORT-TERM MUNICIPAL OBLIGATION RATINGS

STANDARD AND POOR'S CORPORATION

A Standard & Poor's note rating reflects the liquidity concerns and market
access risks unique to notes.

SP-1 Very strong or strong capacity to pay principal and interest. Those issues
     determined to possess overwhelming safety characteristics will be given a
     plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, INC.

Moody's short-term ratings are designated Moody's Investment Grade (MIG OR VMIG
(see below)). The purpose of the MIG or VMIG rating is to provide investors with
a simple system by which the relative investment qualities of short-term
obligations may be evaluated.

MIG1  This designation denotes best quality. There is present strong protection
      by established cash flows, superior liquidity support or demonstrated
      broad-based access to the market for refinancing.

MIG2  This designation denotes high quality. Margins of protection are ample
      although not so large as in the preceding group.

                       VARIABLE RATE DEMAND NOTES (VRDNS)
                                      AND
                           TENDER OPTION BONDS (TOBS)
                                    RATINGS

STANDARD AND POOR'S CORPORATION

Standard & Poor's assigns dual ratings to all long-term debt issues that have as
part of their provisions a variable rate demand feature. The first rating
(long-term rating) addresses the likelihood of repayment of principal and
interest when due, and the second rating (short-term rating) describes the
demand characteristics. Several examples are AAA/A-1+, AA/A-1+, A/A-1. (The
definitions for the short-term ratings are provided below).

MOODY'S INVESTORS SERVICE, INC.

Short-term ratings on issues with demand features are differentiated by the use
of the VMIG symbol to reflect such characteristics are payment upon periodic
demand rather than fixed maturity dates and payment relying on external
liquidity.

In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1); the
first representing an evaluation of the degree of risk associated with scheduled
principal and interest payments, and the second representing an evaluation of
the degree of risk associated with the demand feature. The VMIG rating can be
assigned a 1 or 2 designation using the same definitions described above for the
MIG rating.

                         COMMERCIAL PAPER (CP) RATINGS

STANDARD AND POOR'S CORPORATION

A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.

A-1 This designation indicates that the degree of safety regarding timely
    payment is either overwhelming or very strong. Those issues determined to
    possess overwhelming safety characteristics are denoted with a plus (+) sign
    designation.

A-2 Capacity for timely payment on issues with this designation is strong.
    However, the relative degree of safety is not as high as for issues
    designated "A-1."

MOODY'S INVESTORS SERVICE, INC.

P-1 Issuers rated PRIME-1 (or related supporting institutions) have a superior
    capacity for repayment of short-term promissory obligations.

P-2 Issuers rated PRIME-2 (or related supporting institutions) have a strong
    capacity for repayment of short-term promissory obligations.

The following is an explanation of the Fitch ratings. These ratings are not
referenced in the Portfolio of Investments.

              FITCH TAX-EXEMPT INVESTMENT NOTE RATING DEFINITIONS

F-1+ (Exceptionally Strong Credit Quality). Issues assigned this rating are
     regarded as having the strongest degree of assurance for timely payment.

F-1  (Very Strong Credit Quality). Issues assigned this rating reflect an
     assurance of timely payment only slightly less in degree than issues rated
     "F-1+."

F-2  (Good Credit Quality). Issues carrying this rating have a satisfactory
     degree of assurance for timely payment, but the margin of safety is not as
     great as the "F-1+" and "F-1" categories.

NR  NR indicates that both the bonds and the obligor or credit enhancer are
    currently rated by Standard and Poor's Corporation or Moody's Investors
    Service, Inc. with respect to short term indebtedness. However, management
    considers them to be of comparable quality to securities rated A-1 or P-1.

NR(1) The underlying issuer/obligor/guarantor has other outstanding debt rated
      "AAA" by Standard and Poor's Corporation or "Aaa" by Moody's Investors
      Service, Inc.

NR(2) The underlying issuer/obligor/guarantor has other outstanding debt rated
      "AA" by Standard and Poor's Corporation or "Aa" by Moody's Investors
      Service, Inc.

NR(3) The underlying issuer/obligor/guarantor has other outstanding debt rated
      "A" by Standard and Poor's Corporation or Moody's Investors Service, Inc.

                                                                 4020807B (2/94)


PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:

            (a)   Financial Statements    [(1-7) Filed in Part A; (8-10) 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. 7, dated August 22, 1991, 
                              to the Declaration of Trust (12);
                        (iii) Copy of Amendment No. 8, dated February 11, 
                              1992, to the Declaration of Trust (12);
                         (iv) Copy of Amendment No. 9, dated November 9, 
                              1992, to the Declaration of Trust (12);
                          (v) Copy of Amendment No. 10, dated November 18, 
                              1992, to the Declaration of Trust (12);
                   (2)  Copy of By-Laws of the Registrant (7);
                   (3)  Not applicable;
                   (4)  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);
                        (i) Copy of Specimen Certificate for Maryland 
                       Municipal Cash Trust; (17)
                   (5)  Copy of Investment Advisory Contract of the Registrant 
                       (7);
                        (i) Form of Exhibit H to Investment Advisory Contract 
                       for Alabama Municipal Cash Trust; (17)
                        (ii) Form of Exhibit I to Investment Advisory Contract 
                       for North Carolina Municipal Cash Trust; (17)
                        (iii) Form of Exhibit J to Investment Advisory 
                       Contract for Maryland Municipal Cash Trust; (17)
                        
+ 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)
      (6) Copy of Distributor's Contract of the Registrant 
   (5);
                        (i)   Exhibit M to Distributor's Contract (13);

                        (ii) Form of Exhibit N to the Distributor's Contract 
                       for Virginia Municipal Cash Trust; (17)
                        (iii) Form of Exhibit O to the Distributor's Contract 
                       for Alabama Municipal Cash Trust; (17)
                        (iv) Form of Exhibit P to the Distributor's Contract 
                       for North Carolina Municipal Cash Trust; (17)
                        (v) Form of Exhibit Q to the Distributor's Contract 
                       for Maryland Municipal Cash Trust; (17)
                   (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 Plan of 
                              the Registrant (15);
                         (iv) Conformed copy of Shareholder Services 
                              Agreement of the Registrant (Massachusetts 
                              Municipal Cash Trust--BayFunds Shares only) 
                              (15);
                        (v)   Form of Shareholder Services Agreement of the 
                              Registrant; (17)
                        (vi)  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) Form of Shareholder Services Plan of the 
                              Registrant; (17)
                        (ix)   Form of Exhibit A to Shareholder Services Plan 
                              for Virginia Municipal Cash Trust-Institutional 
                              Service Shares; (17)
                        (x)    Form of Exhibit B to Shareholder Services Plan 
                              for Maryland Municipal Cash Trust; (17)
                  (10)    (i)       Copy of Opinion and Consent of 
                              Counsel as to the legality of shares for 
                              Minnesota Municipal Cash Trust (5);
                         (ii) Copy of Opinion and Consent of Counsel as to 
                              the legality of shares for New Jersey Municipal 
                              Cash Trust (7);
                  (11)  Conformed copy of Consent of Independent 
                       Accountants; 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);
                         (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.


                        
+ 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 June 7, 1991 (File Nos. 33-31259 and 
     811-5911).
14.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 16 on Form N-1A filed on February 19, 1993 (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)

  (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);
                  (17)        Conformed copy of Power of Attorney(16);
                  (18)        Conformed copy of Opinion and Consent of 
                       Counsel as to Availability of Rule 485(b).Not 
                       applicable


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 February 14, 1994

            Shares of beneficial
            interest (no par value)

            Alabama Municipal Cash Trust                     75
            Connecticut Municipal Cash Trust
                  Institutional Service Shares               741
            Massachusetts Municipal Cash Trust
                  Institutional Service Shares               195
                  BayFunds Shares                            4
            Minnesota Municipal Cash Trust
                  Cash Series Shares                         2,093
                  Institutional Shares                       37
            New Jersey Municipal Cash Trust
                  Institutional Service Shares               99
                  Institutional Shares                       27
            North Carolina Municipal Cash Trust              46
            Ohio Municipal Cash Trust
                  Cash II Shares                             133
                  Institutional Shares                       51
            Pennsylvania Municipal Cash Trust
                  Cash Series Shares                         363
                  Institutional Service Shares               275
            Virginia Municipal Cash Trust
                  Institutional Shares                       17
                  Institutional Service Shares               222


                        
+ All exhibits have been filed electronically.
 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).
11.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 13 on Form N-1A filed on December 23, 1991 (File Nos. 
     33-31259 and 811-5911).



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.

            The remaining Officers of the investment adviser are: William D. 
           Dawson, J. Thomas Madden, Mark L. Mallon, Executive Vice 
           President; 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, Roger A. Early, Kathleen M. 
           Foody-Malus, David C. Francis, 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."

















                           
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 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:  A.T. Ohio Tax-Free 
        Money Fund; Alexander Hamilton Funds; American Leaders Fund, 
        Inc.; Annuity Management Series; Automated Cash Management 
        Trust; Automated Government Money Trust; BankSouth Select 
        Funds; BayFunds;  The Biltmore Funds; The Biltmore Municipal 
        Funds; The Boulevard Funds; California Municipal Cash Trust; 
        Cambridge Series Trust; Cash Trust Series, Inc.; Cash Trust 
        Series II; DG Investor Series; Edward D. Jones & Co. Daily 
        Passport Cash Trust; FT Series, Inc.; 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; 
        Financial Reserves 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; 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; 
        Mark Twain Funds; Marshall Funds, Inc.; Money Market 
        Management, Inc.; Money Market Obligations Trust; Money Market 
        Trust; The Monitor Funds; Municipal Securities Income Trust; 
        New York Municipal Cash Trust; 111 Corcoran Funds; The Planters 
        Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds; 
        Short-Term Municipal Trust; Signet Select Funds; 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.; and Vision Group of Funds, 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      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.

James S. Hamilton             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

Mark W. Bloss                 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

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

Mary J. Combs                 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

Theodore Fadool, Jr.          Vice President,                     --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher              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

Christopher T. Fives          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

James M. Heaton               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

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

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


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

Michael P. 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

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

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

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

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

Brian L. Sullivan             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

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

R. Edmond Connell, Jr.        Assistant 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

H. Joseph Kennedy             Assistant 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   

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

      (c)   Not applicable. 


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


Item 31.    Management Services:  Not applicable.


Item 32.    Undertakings:

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

            Registrant hereby undertakes to file a post-effective amendment on 
           behalf of Alabama Municipal Cash Trust and North Carolina 
           Municipal Cash Trust, portfolios of Federated Municipal Trust, 
           using financial statements for such portfolios, which need not be 
           certified, within four to six months from the effective date of 
           Post-Effective Amendment No. 18 to the Registrant's Registration 
           Statement.

            Registrant hereby undertakes to file a post-effective amendment on 
           behalf of Maryland Municipal Cash Trust, a portfolio of Federated  
           Municipal Trust, using financial statements for Maryland Municipal 
           Cash Trust, which need not be certified, within four to six months 
           from the date of this Post-Effective Amendment No. 22.

            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.

                  

 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).


                               SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the 
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL 
TRUST, has duly caused this Amendment to its Registration Statement to 
be signed on its behalf by the undersigned, thereunto duly authorized, 
all in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 
17th day of February, 1994.

                       FEDERATED MUNICIPAL TRUST

                  BY: /s/G. Andrew Bonnewell
                  G. Andrew Bonnewell, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  March 30, 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        March 30, 1994
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

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

Glen R. Johnson*                 President

Edward C. Gonzales*              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





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