FEDERATED MUNICIPAL TRUST
485APOS, 1994-06-14
Previous: COLLINS & AIKMAN HOLDINGS CORP/DE, 10-Q, 1994-06-14
Next: DREYFUS MICHIGAN MUNICIPAL MONEY MARKET FUND INC, 497, 1994-06-14





                                   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.    27                    X

                            and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        X

   Amendment No.   27                                    X

            Portfolios of 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  June 14, 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 is comprised of twelve 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) Institutional Service
Shares and (b) BayFunds Shares; (4) Minnesota Municipal Cash
Trust, (a) Cash Series Shares and (b) Institutional Shares;
(5) New Jersey Municipal Cash Trust, (a) Institutional Shares
and (b) Institutional Shares; (6) Ohio Municipal Cash Trust,
(a) Cash II Shares and (b) Institutional Shares; (7) Virginia
Municipal Cash Trust, (a) Institutional Shares and
(b) Institutional Service Shares; (8) Alabama Municipal Cash
Trust; (9) North Carolina Municipal Cash Trust; (10) Maryland
Municipal Cash Trust; (11) California Municipal Cash Trust;
and (12) New York Municipal Cash Trust, (a) Cash II Shares and
(b) Institutional Service Shares, relates only to two of the
portfolios, California Municipal Cash Trust and New York
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               (1-12) Cover Page.

Item 2.   Synopsis                 (1-12) Summary of Fund
                                   Expenses.

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

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

Item 5.   Management of the Fund   (1-12) Federated Municipal
                                   Trust Information; (1-12)
                                   Management of Federated
                                   Municipal Trust; (1-7, 12)
                                   Distribution of Cash Series,
                                   Institutional, Institutional
                                   Service, or Cash II Shares; (8-
                                   12) Distribution of Fund
                                   Shares; (1-12) Administration
                                   of the Fund; (7,11,12) Expenses
                                   of the Fund and Institutional,
                                   Institutional Service, or Cash
                                   II Shares; (8-10) Expenses of
                                   the Fund.

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

Item 7.   Purchase of Securities Being
          Offered                  (1-12) Net Asset Value;
                                   (4a,5a,6a) Distribution Plan;
                                   (12) Distribution and
                                   Shareholder Servicing
                                   Arrangements; (8,9,12) Other
                                   Payments to Financial
                                   Institutions; (3b,7b)
                                   Shareholder Services Plan; (1-
                                   10,12) Investing in Cash
                                   Series, Institutional,
                                   Institutional Services or Cash
                                   II Shares; (8,9,11) Investing
                                   in Fund Shares; (1-6,11,12)
                                   Share Purchases; (1-12) Minimum
                                   Investment Required; (1-12)
                                   What Shares Cost; (2a,4a,6a)
                                   Systematic Investment Program;
                                   (2a,4a,6a) Automatic
                                   Investments; (1-12)
                                   Subaccounting Services; (1-12)
                                   Certificates and Confirmations.
Item 8.   Redemption or Repurchase (1-7,12) Redeeming Cash Series,
                                   Institutional, Institutional
                                   Service or Cash II Shares;
                                   (8,9) Redeeming Fund Shares;
                                   (11) Redeeming Shares;
                                   (2a,4a,6a) Through a Financial
                                   Institution; (2a,4a,6a,10)
                                   Directly from the Fund;
                                   (1,2,3,4b,5,6b,7,11,12)
                                   Telephone Redemption; (1-
                                   9,11,12) Written Requests; (12)
                                   By Mail; (10) By Writing a
                                   Check; (8,9,11) Checkwriting;
                                   (1-7) Redemption Before
                                   Purchase Instruments Clear; (1-
                                   12) Accounts With Low Balances.

Item 9.   Pending Legal Proceedings     None.

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

Item 10.  Cover Page               (1-12) Cover Page.

Item 11.  Table of Contents        (1-12) Table of Contents.

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

Item 13.  Investment Objectives and
          Policies                 (1-12) Investment Objective and
                                   Policies; (1-12) Investment
                                   Limitations.

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

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

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

Item 17.  Brokerage Allocation     (1-12) Brokerage Transactions.

Item 18.  Capital Stock and Other
          Securities               Not applicable.

Item 19.  Purchase, Redemption and Pricing
          of Securities Being Offered   (1-12) Purchasing Shares;
                                   (1-12) Determining Net Asset
                                   Value; (1-12) Redeeming Shares.

Item 20.  Tax Status               (1-12) Tax Status.

Item 21.  Underwriters             Not applicable.

Item 22.  Calculation of Performance
          Data                     (1-12) Yield; (1-12) Effective
                                   Yield; (1,2,3a,4-12) Tax-
                                   Equivalent Yield; (1-12)
                                   Performance Comparisons.

Item 23.  Financial Statements     (1-7) Filed in Part A; (8-12)
                                   To be filed by Amendment



CALIFORNIA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
PROSPECTUS

The shares of California Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of securities
which is one of a series of investment portfolios in Federated Municipal Trust
(the "Trust"), an open-end management investment company (a mutual fund). The
investment objective of the Fund is to provide current income which is exempt
from federal regular income tax and the personal income taxes imposed by the
State of California consistent with stability of principal. The Fund invests
primarily in short-term California municipal securities, including securities of
states, territories, and possessions of the United States, which are not issued
by or on behalf of California or its political subdivisions and financing
authorities, but which provide income exempt from the federal regular and
California state income taxes. Shares of the Fund are sold at net asset value,
without a sales load.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. 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.

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 BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY.

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 June 14,
1994, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference in 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 to make
inquiries about the Fund, contact the Fund at the address listed in the back of
this prospectus.
<R/>
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 June 14, 1994
<R/>




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
     Restricted and Illiquid Securities                                        4
     When-Issued and Delayed
       Delivery Transactions                                                   4
     Temporary Investments                                                     5
  California Municipal Securities                                              5
  Standby Commitments                                                          5
  California Investment Risks                                                  6
  Non-Diversification                                                          6
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

FEDERATED MUNICIPAL TRUST INFORMATION                                          7
- ------------------------------------------------------

  Management of Federated Municipal Trust  7
     Board of Trustees                                                         7
     Investment Adviser                                                        7
       Advisory Fees                                                           7
       Adviser's Background                                                    7
  Distribution of Fund Shares                                                  8

    
   
  Shareholder Services Plan                                                    8
<R/>
  Other Payments to Financial Institutions                                     8
  Administration of the Fund                                                   8
     Administrative Services                                                   8
     Custodian                                                                 9
     Transfer Agent, and Dividend
       Disbursing Agent                                                        9
     Legal Counsel                                                             9
     Independent Auditors                                                      9
  Expenses of the Fund                                                         9

NET ASSET VALUE                                                                9
- ------------------------------------------------------

INVESTING IN THE FUND                                                         10
- ------------------------------------------------------

  Share Purchases                                                             10
     By Wire                                                                  10
     By Mail                                                                  10
  Minimum Investment Required                                                 10
  What Shares Cost                                                            10
  Subaccounting Services                                                      11
  Certificates and Confirmations                                              11
  Dividends                                                                   11
  Capital Gains                                                               11

REDEEMING SHARES                                                              11
- ------------------------------------------------------

  Telephone Redemption                                                        11
  Written Requests                                                            12
     Signatures                                                               12
     Receiving Payment                                                        12
       Checkwriting                                                           12
       Debit Card                                                             13
  Accounts with Low Balances                                                  13
  Redemption in Kind                                                          13

SHAREHOLDER INFORMATION                                                       13
- ------------------------------------------------------

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               14
- ------------------------------------------------------

  Federal Income Tax                                                          14
  California State Income Taxes                                               15
  Other State and Local Taxes                                                 15

PERFORMANCE INFORMATION                                                       15
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          16
- ------------------------------------------------------

    
   
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 17
<R/>
- ------------------------------------------------------

ADDRESSES                                                      Inside Back Cover
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

    
   
<TABLE>
<S>                                                                             <C>      <C>
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price).................................................     None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                 ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee (after waiver)(1).......................................................    0.10%
12b-1 Fee..............................................................................     None
Total Other Expenses...................................................................    0.49%
  Shareholder Services Fee(2).................................................    0.19%
     Total Fund Operating Expenses(3)..................................................    0.59%
</TABLE>
<R/>
(1) The management fee has been reduced to reflect the voluntary waiver of a
portion of the management fee. The adviser can terminate this voluntary waiver
at any time at its sole discretion. The maximum management fee is 0.50%.

    
   
(2) The maximum Shareholder Services Fee is 0.25%.

(3) The Total Fund Operating Expenses in the table above are based on expenses
expected during the fiscal year ending October 31, 1994. For the fiscal year
ended September 30, 1993, prior to the reorganization of the Fund into the
Trust, the Total Operating Expenses were 0.54% and were 0.89% absent the
voluntary waiver of a portion of the management fee.

     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.
<R/>
<TABLE>
<CAPTION>
EXAMPLE                                                    1 year    3 years    5 years    10 years
                                                           ------    -------    -------    --------
<S>                                                        <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 invest-
ment assuming (1) 5% annual return and (2) redemption
at the end of each time period..........................     $6        $19        $33        $ 74
</TABLE>

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



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.

The Fund is designed for banks and other institutions that hold assets for
individuals, trusts, estates, or partnerships. Fund shares may also be purchased
directly by these investors. A minimum initial investment of $25,000 over a
90-day period is required. The Fund is not likely to be a suitable investment
for non-California taxpayers or retirement plans since it intends to invest
primarily in California municipal securities.

The Fund attempts to stabilize the value of a share at $1.00. Fund Shares are
currently sold and redeemed at that price.

INVESTMENT INFORMATION
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the State of California consistent with stability of principal. The investment
objective cannot be changed without approval of shareholders. 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 California.

INVESTMENT POLICIES

    
   
The Fund pursues its investment objective by investing primarily in a portfolio
of California municipal securities with remaining maturities of 13 months or
less at the time of purchase by the Fund. As a matter of investment policy,
which cannot be changed without approval of shareholders, the Fund invests its
assets so that at least 80% of its annual interest income is exempt from federal
regular income tax and California state 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 may be
changed by the Board of Trustees (the "Trustees") without the approval of
shareholders. Shareholders will be notified before any material changes in these
policies become effective.
<R/>
ACCEPTABLE INVESTMENTS. The Fund invests primarily in debt obligations issued by
or on behalf of the State of California and California municipalities, as well
as those issued by 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 California state income tax imposed upon non-corporate taxpayers. Examples
of California 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
     California municipal securities 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 adjustment
     or the date on which the Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS. The Fund may purchase interests in California
     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 regular 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
     California 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 certificate on
     any of the above. 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. In the
     event of 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.
<R/>
RATINGS. The California municipal securities in which the Fund invests must be
rated in one of the two highest short-term rating category by one or more
nationally recognized statistical rating organizations



("NRSROs") or be of comparable quality to securities having such ratings. A
NRSRO's highest rating category is 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"), MIG1 or MIG2 by Moody's Investors Service, Inc.
("Moody's"), or F-1 (+ or -) or F-2 (+ or -) 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 categories. See "Regulatory
Compliance."

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may have been
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 both by 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.

The Fund may have more than 25% of its total assets invested in securities
credit enhanced by banks.

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.

RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in California municipal
securities subject to restriction on resale under federal securities law
("restricted securities"). The Fund will limit investments in illiquid
securities, including both restricted securities and municipal leases not
determined to be liquid under criteria established by the Trustees, to 10% of
its net assets.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Fund may purchase California
municipal 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 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. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.


TEMPORARY INVESTMENTS. The Fund invests its assets so that at least 80% of its
annual interest income is exempt from federal regular and California state
income tax. However, from time to time, on a temporary basis or when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Fund may invest in short-term tax-exempt or taxable
temporary investments. These temporary investments include: notes issued by or
on behalf of municipal or corporate issuers; obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities; other debt securities;
commercial paper; certificates of deposit of banks; 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).

There are no rating requirements applicable to temporary investments. However,
the investment adviser will limit temporary investments to those it considers to
be of high quality.

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 California income tax.

CALIFORNIA MUNICIPAL SECURITIES

California 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.

California 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 California 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 municipal securities prior to
maturity, at the Fund's option, for the amortized cost of the municipal
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.

CALIFORNIA INVESTMENT RISKS

Yields on California municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal note market and of
the municipal bond market; the size of the particular offering; the maturity of
the obligations; and the rating of the issue. The ability of the Fund to achieve
its investment objective also depends on the continuing ability of the issuers
of California municipal securities and demand features, or the credit enhancers
of either, to meet their obligations for the payment of interest and principal
when due. Investing in California municipal securities meeting the Fund's
quality standards may not be possible if the state of California or its
municipalities do not maintain their current credit ratings. In addition,
certain California constitutional amendments, legislative measures, executive
orders, administrative regulations, and voter initiatives could result in
adverse consequences affecting California municipal securities. Further, any
adverse economic conditions or developments affecting the state of California or
its municipalities could have an impact on the Fund's portfolio.

The state of California and certain of its municipalities are facing economic as
well as budgetary problems. California's economy began slowing in early 1990.
The state economy's rate of decline accelerated in 1991, and it continued to
deteriorate in 1992 and 1993. Looking ahead, real improvement in California's
economy will not occur until late 1994 or even early 1995. California's economic
slump has weakened the state's financial condition by causing personal income
and revenues to decline at a time when demands for schooling, welfare, health,
and other programs are growing. The causes of this decline are varied and
complex, involving in many cases national and international demographic and
economic trends beyond the influence of the state.

Due to California's economic and budgetary problems, and a prolonged budget
stalemate, the state lost its AAA rating during December 1991 and is currently
rated Aa by Moody's, A+ by S&P, and AA by Fitch. Reductions in state revenues
and spending may also adversely affect the ratings of California's counties,
municipalities, and other public financing authorities.

NON-DIVERSIFICATION

The Fund is a non-diversified investment company. An investment in the Fund,
therefore, will entail greater risk than would exist in a diversified investment
company 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.

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 directly or pledge securities except, under
certain circumstances, the Fund may borrow up to one-third of the value of its
total assets and pledge up to 15% of the value of those assets to secure such
borrowings.

The above 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 FEDERATED MUNICIPAL TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust'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 (the "Adviser"), subject to direction
by the Trustees. The Adviser continually conducts investment research and
supervision for the Fund and is responsible for the purchase or sale of
portfolio instruments, for which it receives an annual fee from the Fund.

     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 waive a portion of its advisory fee, up to the amount of its
     advisory fee, to reimburse the Fund for operating expenses in excess of
     limitations imposed by certain states. The Adviser may further voluntarily
     waive a portion of its fee or reimburse the Fund for certain operating
     expenses. The Adviser can terminate such waiver or reimbursement policy 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 Trust.
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.

    
   
SHAREHOLDER SERVICES PLAN
<R/>
The Fund has adopted a Shareholder Services Plan (the "Services Plan") under
which it may make payments up to 0.25 of 1% of the average daily net asset value
of the Fund to obtain certain services for shareholders and the maintenance of
shareholder accounts ("shareholder services"). The Fund has entered into a
Shareholder Services Agreement with Federated Shareholder Services, a subsidiary
of Federated Investors, under which Federated Shareholder Services will either
perform shareholder services directly or will select financial institutions to
perform shareholder services. Financial institutions will receive fees based
upon shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Fund and Federated Shareholder Services.

OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to periodic payments to
financial institutions under the Shareholder Services Plan, certain financial
institutions may be compensated by the adviser or its affiliates for the
continuing investment of customers' assets in certain funds, including the Fund,
advised by those entities. These payments will be made directly by the
distributor or adviser from their assets, and will not be made from the assets
of the Fund or by the assessment of a sales charge on Shares.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides certain administrative personnel and services
(including certain legal and accounting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual



rate which relates to the average aggregate daily net assets of all funds
advised by subsidiaries of Federated Investors ("Federated Funds") as specified
below:

<TABLE>
<CAPTION>
      MAXIMUM             AVERAGE AGGREGATE DAILY NET ASSETS
 ADMINISTRATIVE FEE             OF THE FEDERATED FUNDS
- --------------------      -----------------------------------
<S>                       <C>
     .15 of 1%                 on the first $250 million
     .125 of 1%                on the next $250 million
     .10 of 1%                 on the next $250 million
     .075 of 1%           on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

CUSTODIAN. State Street Bank and Trust Company ("State Street Bank"), Boston, is
custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund, and
dividend disbursing agent for the Fund.

    
   
LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh and Dickstein, Shapiro & Morin, L.L.P. Washington, D.C.
<R/>
INDEPENDENT AUDITORS. The independent auditors for the Fund are Arthur Andersen
& Co., Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The Fund pays all of its own expenses and 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 FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange is open.
Shares may be purchased either by wire or mail.

To purchase shares of the Fund, open an account by calling Federated Securities
Corp. Information needed to establish the account will be taken over the
telephone. The Fund reserves the right to reject any purchase request.

BY WIRE. To purchase shares of the Fund by Federal Reserve wire, call the Fund
before 10:00 a.m. Pacific time (1:00 p.m. Eastern time) to place an order. The
order is considered received immediately. Payment by federal funds must be
received before 12:00 noon Pacific time (3:00 p.m. Eastern time) that same day.
Federal funds should be wired as follows: State Street Bank and Trust Company,
Boston, Massachusetts; Attention: EDGEWIRE; For Credit to: California Municipal
Cash Trust; Fund Number (this number can be found on the account statement or by
contacting the Trust); Group Number or Order Number; Nominee or Institution
Name; ABA Number 011000028. Shares cannot be purchased on days on which the New
York Stock Exchange is closed and on federal holidays restricting wire
transfers.

    
   
BY MAIL. To purchase shares of the Fund by mail, send a check made payable to
California Municipal Cash Trust to the Fund's transfer agent, Federated Services
Company c/o State Street Bank and Trust Company, P.O. Box 8604, Boston,
Massachusetts 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 State Street Bank receives the check.
<R/>
MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $25,000. However, an account may
be opened with a smaller amount as long as the $25,000 minimum is reached within
90 days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

WHAT SHARES COST

Fund 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
Fund shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

The net asset value is determined at 9:00 a.m. Pacific time (12:00 noon Eastern
time), 10:00 a.m. Pacific time (1:00 p.m. Eastern time), and 1:00 p.m. Pacific
time (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; and (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

Institutions are encouraged to open single master accounts. However, certain
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. Institutions holding
Fund shares in a fiduciary, agency, custodial, or similar capacity 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
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.

Monthly confirmations are sent to report transactions such as purchases and
redemptions, as well as dividends, paid during the month.

DIVIDENDS

Dividends are declared daily and paid monthly. Shares purchased by wire before
10:00 a.m. Pacific time (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.
Dividends are automatically reinvested on payment dates in additional shares of
the Fund unless cash payments are requested by contacting the Fund.

CAPITAL GAINS

Capital gains, if any, could result in an increase in dividends. Capital losses
could result in a decrease in dividends. If for some extraordinary reason the
Fund realizes net long-term capital gains, it will distribute them at least once
every 12 months.

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

The Fund redeems shares 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 by telephone request or by written request.

TELEPHONE REDEMPTION

Shareholders may redeem their shares by telephoning the Fund before 9:00 a.m.
Pacific time (12:00 noon Eastern time). The proceeds will be wired the same day
to the shareholder's account at a domestic commercial bank that is a member of
the Federal Reserve System. If at any time, the Fund shall determine it
necessary to terminate or modify this method of redemption, shareholders would
be promptly notified.


A daily dividend will be paid on shares redeemed if the redemption request is
received after 9:00 a.m. Pacific time (12:00 noon Eastern time). However, the
proceeds are not wired until the following business day. Redemption requests
received before 9:00 a.m. Pacific time (12:00 noon Eastern time) will be paid
the same day but will not be entitled to that day's dividend.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. In the event of drastic economic or
market changes, a shareholder may experience difficulty in redeeming by
telephone. If such a case should occur, another method of redemption, such as
"Written Requests," should be considered. 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.

WRITTEN REQUESTS

Fund shares may also be redeemed by sending a written request to the Fund. Call
the Fund for specific instructions before redeeming by letter. The shareholder
will be asked to provide in the request his name, the Fund name, his account
number, and the share or dollar amount requested. If share certificates have
been issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request.

SIGNATURES. 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 signatures on written redemption requests guaranteed by:

     - a trust company or commercial bank whose deposits are insured by the Bank
      Insurance Fund ("BIF");

     - 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 ("SAIF"); 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 its 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 a
signature guarantee program. The Fund and its transfer agent reserve the right
to amend these standards at any time without notice.

RECEIVING PAYMENT. 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.

     CHECKWRITING. At the shareholder's request, State Street Bank will
     establish a checking account for redeeming Fund shares. With a Fund
     checking account, shares may be redeemed simply by writing a check. The
     redemption will be made at the net asset value on the date that State
     Street Bank presents the check to the Fund. A check may not be written to
     close an account. If a shareholder wishes to redeem shares and have the
     proceeds available, a check may be written and negotiated through the
     shareholder's bank. Checks should never be sent to State Street Bank to


     redeem shares. Cancelled checks are sent to the shareholder each month. A
     fee is charged for this service. For further information, contact the Fund.

     DEBIT CARD. At the shareholder's request, a debit card is available. A fee
     is charged for this service. For further information, contact the Fund.

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 $25,000 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.

REDEMPTION IN KIND

The Fund is obligated to redeem shares solely in cash up to $250,000 or 1% of
the Fund's net asset value, whichever is less, for any one shareholder within a
90-day period.

Any redemption beyond this amount will also be in cash unless the Trustees
determine that further cash payments will have a material adverse effect on
remaining shareholders. In such a case, the Fund will pay all or a portion of
the remainder of the redemption in portfolio instruments, valued in the same way
as the Fund determines net asset value. The portfolio instruments will be
selected in a manner that the Trustees deem fair and equitable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for 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
Trust's outstanding shares.

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 on behalf of the Trust.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required 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 from the assets of the Trust.

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 some municipal bonds may be included in
calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.

The alternative minimum tax, equal 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 the
Fund 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 the taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's alternative minimum taxable income (with certain adjustments) 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,
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. Information on the tax status of dividends and distributions
is provided annually.

CALIFORNIA STATE INCOME TAXES

Dividends paid by the Fund and derived from interest on obligations exempt from
California income taxation will be exempt from the California personal income
tax. Dividends of the Fund are not exempt from the California taxes payable by
corporations. California does not treat tax-exempt interest as a tax preference
item for purposes of its alternative minimum tax. Shares of the Fund will not be
subject to the California property tax.

OTHER STATE AND LOCAL TAXES

Distributions representing net interest received on tax-exempt California
Municipal Securities are not necessarily free from income taxes of any state or
local taxing authority. State laws differ on this issue, and shareholders are
urged to consult their own tax advisers.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund advertises its yield, effective yield, and
tax-equivalent yield.

The yield of the Fund represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the 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 in the Fund 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 of the Fund 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 specific tax rate.

Advertisements and other 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
financial publications and/or compare its performance to certain indices.


    
   
CALIFORNIA MUNICIPAL CASH TRUST

STATEMENT OF ASSETS AND LIABILITIES
MAY 24, 1994
- --------------------------------------------------------------------------------

(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)

<TABLE>
<S>                                                                                    <C>
ASSETS:
- ------------------------------------------------------------------------------------
Investment in Mutual Funds(1)                                                          $100
- ------------------------------------------------------------------------------------
LIABILITIES:                                                                            -
- ------------------------------------------------------------------------------------   ----
NET ASSETS for 100 shares of beneficial interest outstanding                           $100
- ------------------------------------------------------------------------------------   ----
NET ASSET VALUE, Offering Price, and Redemption Price Per Share
($100 / 100 shares of beneficial interest outstanding)                                 $1.00
                                                                                        ---
- ------------------------------------------------------------------------------------
</TABLE>

Notes:

(1) Invested exclusively in California Municipal Cash Trust, 100 shares at $1.00
    net asset value. See Note 2.

(2) The Fund was established as a portfolio of Federated Municipal Trust (the
    "Trust") by an amendment to the registration statement of the Trust,
    effective with the Securities and Exchange Commission on May 30, 1994. The
    Fund has had no operations to date other than those relating to
    organizational matters including the issuance on May 24, 1994, of 100 shares
    at $1.00 per share to Federated Management, the "Adviser" to the Fund. The
    Fund will not initiate an offering of its shares until the consummation of a
    proposed reorganization of California Municipal Cash Trust, a separately
    registered management investment company, into the Fund. Expenses of
    organization incurred by the Fund, $34,100, were borne initially by the
    Adviser. The Fund has agreed to reimburse the Adviser for the organization
    expenses initially borne by the Adviser during the five-year period
    following the date the Fund's registration statement first became effective.

(3) Reference is made to "Management of the Trust," "Administration of the
    Fund," "Shareholder Services Plan," and "Tax Information" in this Prospectus
    for a description of the investment advisory fee, administrative and other
    services and federal tax aspects of the Fund.
<R/>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of

FEDERATED MUNICIPAL TRUST:
(California Municipal Cash Trust)

We have audited the accompanying statement of assets and liabilities of the
California Municipal Cash Trust (an investment portfolio of Federated Municipal
Trust, a Massachusetts business trust), as of May 24, 1994. This financial
statement is the responsibility of the Trust's management. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

    
   
In our opinion, the aforementioned financial statement presents fairly, in all
material respects, the financial position of the California Municipal Cash Trust
(an investment portfolio of Federated Municipal Trust), as of May 24, 1994, in
conformity with generally accepted accounting principles.
<R/>

                                                           ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
May 24, 1994



ADDRESSES
- --------------------------------------------------------------------------------

<TABLE>
<S>             <C>                                          <C>
Federated Municipal Trust
                California Municipal Cash Trust              Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Federated Management                         Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 8604
                Trust Company                                Boston, Massachusetts 02266-8604
- ------------------------------------------------------------------------------------------------
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, L.L.P.           2101 L Street, N.W.
                                                             Washington, D.C. 20037
- ------------------------------------------------------------------------------------------------
Independent Auditors
                Arthur Andersen & Co.                        2100 One PPG Place
                                                             Pittsburgh, Pennsylvania 15222
- ------------------------------------------------------------------------------------------------
</TABLE>
<R/>



CALIFORNIA MUNICIPAL
CASH TRUST

PROSPECTUS

A Non-Diversified Portfolio of Federated
Municipal Trust, An Open End,
Management Investment Company

    
   
Prospectus dated June 14, 1994
<R/>
      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      A subsidiary of FEDERATED INVESTORS

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      GCMR40601000329-01 (6/94)

                        CALIFORNIA MUNICIPAL CASH TRUST
                      STATEMENT OF ADDITIONAL INFORMATION

    
   
This Statement of Additional Information should be read with the prospectus of
California Municipal Cash Trust (the "Fund") dated June 14, 1994. This Statement
is not a prospectus itself. To receive a copy of the prospectus, write or call
the Fund.
    
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
   
                         Statement dated June 14, 1994
    
     FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

     Distributor

     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                                                        1
  Investment Limitations                                                       2
  California Investment Risks                                                  4

TRUST MANAGEMENT                                                               5
- ---------------------------------------------------------------

  Officers and Trustees                                                        5
  The Funds                                                                    7
  Fund Ownership                                                               7
  Trustee Liability                                                            7

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

  Adviser to the Fund                                                          7
  Advisory Fees                                                                8

ADMINISTRATIVE SERVICES                                                        8
- ---------------------------------------------------------------
   
SHAREHOLDER SERVICES PLAN                                                      8
- ---------------------------------------------------------------
    
BROKERAGE TRANSACTIONS                                                         8
- ---------------------------------------------------------------
PURCHASING SHARES                                                              9
- ---------------------------------------------------------------

  Conversion to Federal Funds                                                  9

DETERMINING NET ASSET VALUE                                                    9
- ---------------------------------------------------------------

  Use of the Amortized Cost Method                                             9

REDEEMING SHARES                                                              10
- ---------------------------------------------------------------

  Redemption in Kind                                                          10

TAX STATUS                                                                    11
- ---------------------------------------------------------------

  The Fund's Tax Status                                                       11

YIELD                                                                         11
- ---------------------------------------------------------------

TAX-EQUIVALENT YIELD                                                          11
- ---------------------------------------------------------------

  Tax-Equivalency Table                                                       11

EFFECTIVE YIELD                                                               12
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       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. On August 4, 1992, the shareholders voted to permit the Trust
to offer separate series and classes of shares; approved an amendment to the
fundamental investment objective of the Trust; and approved the deletion of the
Trust's fundamental investment limitation on restricted securities.

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

The investment objective of the Fund is to provide current income which is
exempt from federal regular income tax and the personal income taxes imposed by
the state of California consistent with stability of principal. The investment
objective cannot be changed without approval of shareholders.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a portfolio of short-term municipal securities
which are exempt from federal regular income tax and California state income tax
imposed upon non-corporate taxpayers ("California Municipal Securities".) These
securities include those issued by or on behalf of the State of California and
California Municipalities as well as those issued by states, territories and
possessions of the United States which are exempt from federal regular income
tax and California state income tax imposed upon non-corporate taxpayers.

When determining whether a California Municipal Security presents minimal credit
risks, the adviser considers the creditworthiness of the issuer of a California
Municipal Security, the issuer of a demand feature if the Fund has the
unconditional right to demand payment for the California Municipal Security, or
the credit enhancer of payment by either of those issuers.

    MUNICIPAL LEASES

       The Fund may purchase California Municipal Securities in the form of
       participation interests which represent undivided proportional interests
       in lease payments by a governmental or nonprofit 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.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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 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 value of its total assets.

TEMPORARY INVESTMENTS
   
The Fund may also invest in high-quality temporary investments during times of
unusual market conditions for defensive purposes.
    
    REPURCHASE AGREEMENTS

       Repurchase agreements are arrangements in which banks, broker/dealers,
       and other recognized financial institutions sell U.S. government
       securities or certificates of deposit 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 such 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 found by the
       Fund's adviser to be creditworthy pursuant to guidelines established by
       the Board of Trustees (the "Trustees").

From time to time, such as when suitable California Municipal Securities are not
available, the Fund may invest a portion of its assets in cash. Any portion of
the Fund's assets maintained in cash will reduce the amount of assets in
California Municipal Securities and thereby reduce the Fund's yield.

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 are necessary for the
       clearance of transactions.

    ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities except that the Fund may borrow
       money in amounts up to one-third of the value of its total assets,
       including the amounts borrowed.

       The Fund will not borrow money 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 total assets at the time of the pledge.

    INVESTMENTS IN ANY ONE ISSUER

       With respect to securities comprising 75% of its assets, the Fund will
       not invest more than 10% of its total assets in the securities of any one
       issuer (except cash and cash items, repurchase agreements collateralized
       by U.S. government securities, and U.S. government obligations). (For
       purposes of this limitation, the Fund considers instruments issued by a
       U.S. branch of a domestic bank having capital, surplus, and undivided
       profits in excess of $100,000,000 at the time of investment to be "cash
       items.")

       Under this limitation, each governmental subdivision, including states,
       territories, possessions of the United States, or their political
       subdivisions, agencies, authorities, instrumentalities, or similar
       entities, will be considered a separate issuer if its assets and revenues
       are separate from those of the government body creating it and the
       security is backed only by its own assets and revenues.

       Industrial development bonds backed only by the assets and revenues of a
       nongovernmental user are considered to be issued solely by that user. If
       in the case of an industrial development bond or government-issued
       security, a governmental or other entity guarantees the security, such
       guarantee would be considered a separate security issued by the
       guarantor, as well as the other issuer, subject to limited exclusions
       allowed by the Investment Company Act of 1940.

    INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate, 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 California Municipal Securities or
       temporary investments or enter into repurchase agreements, in accordance
       with its investment objective, policies, and limitations.


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

    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 certain money market instruments
       (including instruments 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), 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 limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.

    INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

       The Fund will not purchase securities of other investment companies
       except as part of a merger, consolidation, 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 where the principal and interest are 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 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.

    DEALING IN PUTS AND CALLS

       The Fund will not purchase or sell puts, calls, straddles, spreads, or
       any combination of them, except that the Fund may purchase California
       Municipal Securities accompanied by agreements of sellers to repurchase
       them at the Fund's option.

    INVESTING IN MINERALS

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

    INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 10% of the value of its net assets in
       illiquid securities, including securities subject to restrictions on
       resale under the Securities Act of 1933 and municipal leases unless such
       securities meet the criteria for liquidity as established by the
       Trustees.

Under the criteria currently established by the Trustees, the Fund's investment
adviser must consider the following factors in determining the liquidity of
restricted securities and 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.

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 has no present intent to borrow money in excess of 5% of the value of
its net assets during the coming fiscal year.


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

For purposes 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."

CALIFORNIA INVESTMENT RISKS

    LIMITS ON TAXING AND SPENDING AUTHORITY

       Developments in California which constrain the taxing and spending
       authority of California governmental entities could adversely affect the
       ability of such entities to meet their interest and/or principal payment
       obligations on securities they have issued or will issue. The following
       information constitutes only a brief summary and is not intended as a
       complete description.

       California's economic difficulties have exacerbated a structural budget
       imbalance which has been evident since fiscal year 1985-1986. Since that
       time, budget shortfalls have become increasingly more difficult to solve
       and the State has recorded General Fund operating deficits in five of the
       past six fiscal years. Despite substantial tax increases, expenditure
       reductions and the shift of some expenditure responsibilities to local
       government, the budget condition remains problematic.

       The State's General Fund revenues for the 1992-93 fiscal year totalled
       nearly $2.5 million less than the $43.4 million that the Governor had
       projected. It is anticipated that revenues and transfers in the 1993-94
       fiscal year will be lower than those in 1992-93 fiscal year. This
       represents the second consecutive year of actual decline.

       On June 30, 1993, the Governor signed into law a $52.1 billion budget
       which, among other things, (a) shifts $2.6 billion of property taxes from
       cities, counties, special districts and redevelopment agencies to schools
       and community college districts, (b) reduces higher education and
       community college funding, forcing higher student fees, and (c) reduces
       welfare grants and aid to the aged, blind, and disabled. In addition,
       related legislation (a) suspends the renters' tax credit for two years
       and (b) allows counties to reduce general assistance welfare payments by
       as much as 27%. The stability of the budget would be jeopardized if the
       property tax transfer were invalidated by the courts in current and
       future cases between the State and its counties.

       The current budget includes General Fund spending of $38.5 billion, down
       $2.6 billion, or 6.3%, from the amount budgeted for the 1992-1993 fiscal
       year. In its June 1993 Quarterly General Fund Forecast, the bipartisan
       Commission on State Finance ("Commission") estimates that, even assuming
       that the pessimistic economic forecasts upon which the budget is based
       hold true, actual revenue will be $700 million below what Governor Wilson
       anticipates. Specifically criticizing the State's using--for the second
       consecutive year--off-budget loans to maintain school funding at its
       current per-pupil level, the Commission expresses concern that the
       current budget may fail to resolve the State's fiscal crisis.

    ECONOMIC DEVELOPMENTS

       Although the U.S. economy is experiencing overall growth, California's
       recession continues to linger. The state's recovery has been inhibited by
       the continued downsizing of the aerospace industry. The state has lost
       about 868,000 jobs (7 percent of its workforce) since 1990, about half
       attributable to defense downsizing and 40 percent to construction losses.
       During this period, service sector employment grew and outside
       forecasters predict real economic and employment growth in calendar 1995,
       despite further scheduled military base closings.

       California has been struggling with its finances for several years; the
       last time its General Fund unreserved, undesignated fund balance was
       positive on a statutory basis was in 1989, and on a GAAP basis in 1985.
       The budget enacted last July sought to address an accumulated state
       deficit totaling $2.8 billion by adopting a two-year budget designed to
       leave the state with a small surplus by the end of 1994-95. At this point
       in the two-year plan, the state's fiscal picture has not improved and
       little progress has been made towards reducing the accumulated deficit.
       The state is estimating its General Fund unreserved, undesignated fund
       balance to be a negative $2.4 billion at June 30, 1994, down
       approximately $400 million from its June 30, 1993 level. Major spending
       and revenue actions during the last three budgets have significantly
       mitigated against further deterioration in the state's financial
       position. However, this modest progress is misleading because it ignores
       "off-budget" school expenditures that will accumulate to $1.7 billion by
       fiscal year end. Looking ahead to the upcoming fiscal year, the
       Governor's budget for FY94-95 released in January proposes to eliminate
       the accumulated deficit in addition to funding a projected $2.4 billion
       fiscal imbalance. The current proposal to close this estimated $4.9
       billion gap rests on extremely ambitious and unrealistic assumptions,
       especially those regarding federal aid. The specific impacts on
       individual credit ratings of California local governments will depend on
       the particular facts of the credit, including its previous planning for
       such reductions and its flexibility for either decreasing expenditures or
       raising additional revenues. The measures undertaken to balance the


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

       current state budget signal an increased vulnerability of local
       governments to the state government's financial condition.

       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, its counties, and its municipalities. Reductions
       in state revenues and spending may also adversely affect the ratings of
       California's counties, municipalities, and other public financing
       authorities.

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 Administrative
Services, Inc., and the Funds (as defined below).

<TABLE>
<CAPTION>
                                  POSITIONS WITH     PRINCIPAL OCCUPATIONS
         NAME AND ADDRESS         THE TRUST          DURING PAST FIVE YEARS
<S>      <C>                      <C>                <C>
- ----------------------------------------------------------------------------------------------------------------
         John F. Donahue*+        Chairman and       Chairman and Trustee, Federated Investors; Chairman and
         Federated Investors      Trustee            Trustee, Federated Advisers, Federated Management, and
         Tower                                       Federated Research; Director, AEtna Life and Casualty
         Pittsburgh, PA                              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
         Wood/IPC Commercial                         Vice-President, John R. Wood and Associates, Inc.,
         Department                                  Realtors; President, Northgate Village Development
         John R. Wood and                            Corporation; General Partner or Trustee in private real
         Associates, Inc.,                           estate ventures in Southwest Florida; Director, Trustee, or
         Realtors                                    Managing General Partner of the Funds; formerly, President,
         3255 Tamiami Trail, North                   Naples Property Management, Inc.
         Naples, FL
- ----------------------------------------------------------------------------------------------------------------
         William J. Copeland      Trustee            Director and Member of the Executive Committee, Michael
         One PNC Plaza-23rd Floor                    Baker, Inc.; Director, Trustee, or Managing General Partner
         Pittsburgh, PA                              of the Funds; formerly, Vice Chairman and Director, PNC
                                                     Bank, N.A.; and PNC Bank Corp and Director, Ryan Homes,
                                                     Inc.
- ----------------------------------------------------------------------------------------------------------------
         James E. Dowd            Trustee            Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
         571 Hayward Mill Road                       Director, Trustee, or Managing General Partner of the
         Concord, MA                                 Funds; formerly, Director, Blue Cross of Massachusetts,
                                                     Inc.
- ----------------------------------------------------------------------------------------------------------------
         Lawrence D. Ellis, M.D.  Trustee            Hematologist, Oncologist, and Internist, Presbyterian and
         3471 Fifth Avenue                           Montefiore Hospitals; Clinical Professor of Medicine and
         Suite 1111                                  Trustee, University of Pittsburgh; Director, Trustee, or
         Pittsburgh, PA                              Managing General Partner of the Funds.
- ----------------------------------------------------------------------------------------------------------------
         Edward L. Flaherty, Jr.+ Trustee            Attorney-at-law; Partner, Meyer and Flaherty; Director,
         5916 Penn Mall                              Eat'N Park Restaurants, Inc., and Statewide Settlement
         Pittsburgh, PA                              Agency, Inc.; Director, 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
         Federated Investors      Trustee            some of the Funds; staff member, Federated Securities Corp.
           Tower                                     and Federated Administrative Services, Inc.
         Pittsburgh, PA
- ----------------------------------------------------------------------------------------------------------------
</TABLE>



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

<TABLE>
<CAPTION>
                                  POSITIONS WITH     PRINCIPAL OCCUPATIONS
         NAME AND ADDRESS         THE TRUST          DURING PAST FIVE YEARS
<S>      <C>                      <C>                <C>
- ----------------------------------------------------------------------------------------------------------------
         Peter E. Madden          Trustee            Consultant; State Representative Commonwealth of Massachu-
         225 Franklin Street                         setts; Director, Trustee, or Managing General Partner of
         Boston, MA                                  the Funds; formerly, 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.;
         Pittsburgh, PA                              Director, 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;
         1202 Cathedral of                           Trustee, Carnegie Endowment for International Peace, RAND
         Learning                                    Corporation Online Computer Library Center, Inc.; and U.S.
         University of Pittsburgh                    Space Foundation; Chairman, Czecho Slovak Management
         Pittsburgh, PA                              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,
         4905 Bayard Street                          or
         Pittsburgh, PA                              Managing General Partner of the Funds.
- ----------------------------------------------------------------------------------------------------------------
         J. Christopher Donahue   Vice President     President and Trustee, Federated Investors; Trustee,
         Federated Investors                         Federated Advisers, Federated Management, and Federated
         Tower                                       Research; President and Director, Federated Administrative
         Pittsburgh, PA                              Services, Inc.; President or Vice President of the Funds;
                                                     Trustee, Director, 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;
         Federated Investors                         Chairman and Director, Federated Securities Corp.;
         Tower                                       President
         Pittsburgh, PA                              or Vice President of the Funds; Director or Trustee of some
                                                     of
                                                     the Funds.
- ----------------------------------------------------------------------------------------------------------------
         Edward C. Gonzales       Vice President     Vice President, Treasurer, and Trustee, Federated
         Federated Investors      and Treasurer      Investors; Vice President and Treasurer, Federated
         Tower                                       Advisers, Federated Management, and Federated Research;
         Pittsburgh, PA                              Director, Executive Vice President, and Treasurer,
                                                     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 Investors      and Secretary      Federated Investors; Vice President, Secretary, and
         Tower                                       Trustee, Federated Advisers, Federated Management, and
         Pittsburgh, PA                              Federated Research; Director, Executive Vice President, and
                                                     Secretary, Federated Administrative Services, Inc.;
                                                     Executive Vice President and Director, Federated Securities
                                                     Corp.; Vice President and Secretary of the Funds.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                                  POSITIONS WITH     PRINCIPAL OCCUPATIONS
         NAME AND ADDRESS         THE TRUST          DURING PAST FIVE YEARS
<S>      <C>                      <C>                <C>
- ----------------------------------------------------------------------------------------------------------------
         John A. Staley, IV       Vice President     Vice President and Trustee, Federated Investors; Executive
         Federated Investors                         Vice President, Federated Securities Corp.; President and
         Tower                                       Trustee, Federated Advisers, Federated Management, and
         Pittsburgh, PA                              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
                                                     Company 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.

+ Members of the Trust's Executive Committee. The Executive Committee of the
  Board of Trustees handles the responsibilities of the Board of Trustees
  between meetings of the Board.

THE FUNDS
   
"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; 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; 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;
Inc.; 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;
International Series, Inc.; Investment Series Funds, Inc.; Investment Series
Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty Term Trust, Inc.-1999; Liberty
U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Managed Series 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; Peachtree 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; Trust for U.S. Treasury Obligations; and World
Investment Series, Inc.
    
FUND OWNERSHIP

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

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be liable
to the Trust or its shareholders for money damages except where such exemption
from liability is not permitted by law. However, nothing in the Declaration of
Trust protects the Trustees 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. It is a subsidiary of
Federated Investors. All of the voting securities 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. John
F. Donahue, Chairman and Trustee of Federated Management, is President and
Trustee of Federated Investors and Chairman and Trustee of the Trust. John A.
Staley, IV, President and Trustee of Federated Management, is Vice President and
Trustee of Federated Investors, Executive Vice President of Federated Securities
Corp., and Vice President of the Trust. J. Christopher Donahue, Trustee of
Federated


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

Management, is President and Trustee of Federated Investors, President and
Director of Federated Administrative Services and Federated Administrative
Services, Inc. and Vice President of the Trust. John W. McGonigle, Trustee of
Federated Management, is Trustee, Vice President, Secretary, and General Counsel
of Federated Investors, Director, Executive Vice President, and Secretary of
Federated Administrative Services and 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 Fund or any shareholder 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 Fund.

ADVISORY FEES

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus. For the fiscal years ended
September 30, 1993, 1992, and 1991, and prior to the reorganization of the Fund
into the Trust, the Fund's adviser earned $541,206, $301,153, and $295,746, of
which $376,910, $301,153, and $295,746, respectively were voluntarily waived
because of undertakings to limit the Fund's expenses.

    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.

       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.

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

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund at approximate cost. For the
fiscal years ended September 30, 1993, 1992, and 1991, and prior to the
reorganization of the Fund into the Trust, the Fund incurred costs for
administrative services of $235,058, $183,966, and $206,411, respectively. John
A. Staley, IV, an officer of the Trust, and Dr. Henry J. Gailliot, an officer of
Federated Management, the adviser to the Fund, each 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. For the fiscal years ended
September 30, 1993, 1992, and 1991, and prior to the reorganization of the Fund
into the Trust, Federated Administrative Services, paid approximately $172,030,
$189,849, and $170,529, respectively, for services provided by Commercial Data
Services, Inc.

SHAREHOLDER SERVICES PLAN
- --------------------------------------------------------------------------------
   
This arrangement permits the payment of fees to Federated Shareholder Services
and, indirectly, to Financial Institutions to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and services may include,
but are not limited to, providing office space, equipment, telephone facilities,
and various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.

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 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 Board of 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 The Funds and 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 is open for business. The procedure for purchasing shares of
the Fund 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 and Fund
Company ("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.

USE OF THE 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 (the "Rule")
promulgated by the Securities and Exchange Commission under the Investment
Company Act of 1940. Under that 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 per share, 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 on (1) 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.

The Fund acquires instruments subject to demand features and standby commitments
to enhance the instruments' liquidity. The Fund treats demand features and
standby commitments as a part of the underlying instruments, because the Fund
does not acquire them for speculative purposes and cannot transfer them
separately from the underlying instruments. Therefore, although the Rule defines
demand features and standby commitments as "puts," the Fund does not consider
them to be separate investments for purposes of its investment policies.


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

    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
       .5% of 1% 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 risks 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.

       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 Fund 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 Fund has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Fund 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 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's yield for the seven-day period ended September 30, 1993, which was
prior to the reorganization of the Fund into the Trust, was 2.33%.

The Fund calculates its yield daily, based upon the seven days ending on the day
of 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 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 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.

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

The Fund's tax-equivalent yield for the seven-day period ended September 30,
1993, which was prior to the reorganization of the Fund into the Trust, was
4.72%.

The tax-equivalent yield of the Fund 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% federal tax rate (the maximum effective
federal rate for individuals), a 11.0% state tax rate, and assuming that income
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 California Municipal Securities in the
Fund's portfolio generally remains free from federal regular income tax* and
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.

                       TAXABLE YIELD EQUIVALENT FOR 1994
                              STATE OF CALIFORNIA
- --------------------------------------------------------------------------------

<TABLE>
<S>          <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                21.00%        37.30%        40.30%        41.00%        46.00%        47.00%        49.60%        50.60%
- ---------------------------------------------------------------------------------------------------------------------------
SINGLE
 RETURN:      $1-22,750    $22,751-55,100              $55,101-115,000             $115,001-250,000            OVER 250,000
- ---------------------------------------------------------------------------------------------------------------------------
JOINT
 RETURN       $1-38,000    $38,001-91,850 $91,851-140,000            $140,001-250,000            250,001-424,760 OVER 424,760
- ---------------------------------------------------------------------------------------------------------------------------
TAX-EXEMPT
YIELD                                                   TAXABLE YIELD EQUIVALENT
- ---------------------------------------------------------------------------------------------------------------------------
1.50%           1.90%         2.39%         2.51%         2.54%         2.78%         2.83%         2.98%         3.04%
2.00             2.53          3.19          3.35          3.39          3.70          3.77          3.97          4.05
2.50             3.16          3.99          4.19          4.24          4.63          4.72          4.96          5.06
3.00             3.80          4.78          5.03          5.08          5.56          5.66          5.95          6.07
3.50             4.43          5.58          5.86          5.93          6.48          6.60          6.94          7.09
4.00             5.06          6.38          6.70          6.78          7.41          7.55          7.94          8.10
4.50             5.70          7.18          7.54          7.63          8.33          8.49          8.93          9.11
5.00             6.33          7.97          8.38          8.47          9.26          9.43          9.92         10.12
5.50             6.96          8.77          9.21          9.32         10.19         10.38         10.91         11.13
</TABLE>

- ---------

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.

** 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.

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

The Fund's effective yield for the seven-day period ended September 30, 1993,
which was prior to the reorganization of the Fund into the Trust, was 2.35%.

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.

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

The Fund's performance 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 Fund expenses; and

- - the relative amount of Fund cash flow.

From time to time the Fund may advertise its performance using certain financial
publications and/or compare its performance to certain indices. These may
include the following:

- - 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 "short-term
  municipal bond funds" category in advertising and sales literature.

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.
                                                                G00329-02 (3/94)




PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

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

+ 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).
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).
16.       Response is incorporated by reference to Registrant's
   Post-Effective Amendment No. 21 on Form N-1A filed on
   December 29, 1993 (File Nos. 33-31251 and 811-5911).
17.       Response is incorporated by reference to Registrant's
   Post-Effective Amendment No. 22 on Form N-1A filed on March
   2, 1994 (File Nos. 33-31251 and 811-5911).
                (5) Copy of Investment Advisory Contract of the
                    Registrant (7);
                    (i) Conformed copy of Exhibit G to
                    Investment Advisory Contract for Virginia
                    Municipal Cash Trust (18);
                    (ii) Form of Exhibit H to Investment
                    Advisory Contract for Alabama Municipal Cash
                    Trust;+
                    (iii) Form of Exhibit I to Investment
                    Advisory Contract for North Carolina
                    Municipal Cash Trust;+
                    (iv) Conformed copy of Exhibit J to
                    Investment Advisory Contract for Maryland
                    Municipal Cash Trust (18);
                    (v) Form of Exhibit K to Investment Advisory
                    Contract for New York Municipal Cash Trust;
                    +
                    (vi) Form of Exhibit L to Investment
                    Advisory Contract for California Municipal
                    Cash Trust; +
               (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;+
                    (iii) Form of Exhibit O to the Distributor's
                    Contract for Alabama Municipal Cash Trust;+
                    (iv) Form of Exhibit P to the Distributor's
                    Contract for North Carolina Municipal Cash
                    Trust;+
                    (v) Form of Exhibit Q to the Distributor's
                    Contract for Maryland Municipal Cash Trust;+
                    (vi) Form of Exhibit R to the Distributor's
                    Contract for New York Municipal Cash Trust,
                    Cash II Shares; +
                    (vii) Form of Exhibit S to the Distributor's
                    Contract for New York Municipal Cash Trust,
                    Institutional Service Shares; +
                    (viii) Form of Exhibit T to the
                    Distributor's Contract for California
                    Municipal Cash Trust; +
                (7) Not applicable;
                (8)   (i) Conformed copy of Custodian Agreement
                    of the         Registrant; (17)
                      (ii)Conformed copy of Transfer Agency
                    Agreement(17);
                (9)   (i)Conformed copy of Agency Agreement
                         of the Registrant (15);
                      (ii)Conformed copy of Sub-Transfer Agency
                         Agreement of the Registrant
                         (Massachusetts Municipal Cash Trust--
                         BayFunds Shares only)(15);


+ All exhibits have been filed electronically.
 5.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 3 on Form N-1A filed August 3, 1990
     (File Nos. 33-31259 and 811-5911).
 7.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 6 on Form N-1A filed on November 6,
     1990 (File Nos. 33-31259 and 811-5911).
13.                    Response is incorporated by reference to
   Registrant's Post-Effective      Amendment No. 15 on Form N-
   1A filed on December 24, 1992 (File Nos. 33-31251 and 811-
   5911).
15.  Response  is  incorporated by reference to Registrant's
     Post-Effective Amendment No. 18 on Form N-1A  filed  on
     October 1, 1993 (File Nos. 33-31259 and 811-5911).
17.        Response is incorporated by reference to Registrant's
   Post-Effective   Amendment No. 22 on Form N-1A filed on
   March 2, 1994 (File Nos. 33-31251 and 811-5911).
18.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 26 on Form N-1A filed on June 1,
     1994 (File Nos. 33-31259 and 811-5911).

                        (iii) Conformed copy of Shareholder
                         Services Agreement of the Registrant
                         (Massachusetts Municipal Cash Trust--
                         BayFunds Shares only) (15);
                    (iv)            Form of Shareholder Services
                         Agreement of the Registrant;+
                    (v)  Copy of Exhibit A to Shareholder
                         Services Agreement for Virginia
                         Municipal Cash Trust;(17)
                    (vii)           Copy of Exhibit B to
                         Shareholder Services Agreement for
                         Maryland Municipal Cash Trust;(17)
                    (viii) Conformed copy of Shareholder
                         Services Plan of the Registrant (18);
                    (ix)   Form of Exhibit A to Shareholder
                         Services Plan for Virginia Municipal
                         Cash Trust-Institutional Service
                         Shares;+
                    (x)    Conformed copy of Exhibit B to
                         Shareholder Services Plan for Maryland
                         Municipal Cash Trust (18);
               (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);
                         (1) Form of Exhibit H to 12b-1
                         Plan for New York Municipal Cash
                         Trust, Cash II Shares; +
                         (2) Form of Exhibit I to 12b-1
                         Plan for New York Municipal Cash
                         Trust, Institutional Service
                         Shares; +
                     (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).
18.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 26 on Form N-1A filed on June 1,
     1994 (File Nos. 33-31259 and 811-5911).

               (16) Schedules for Computation of Performance
                    Data;
                      (i)           New Jersey Municipal Cash
                         Trust (9);
                     (ii)           Ohio Municipal Cash Trust
                         (10);
                    (iii)           Virginia Municipal Cash
                         Trust (Institutional Share and
                         Institutional Service Shares) (16);
                    (iv) Alabama Municipal Cash Trust (18);
                    (v)  North Carolina Municipal Cash Trust
                         (18);
               (17) Conformed copy of Power of Attorney(16);
               (18) Conformed copy of Opinion and Consent of
                    Counsel as to Availability of Rule
                    485(b).+


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

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 May 6, 1994_______

          Shares of beneficial
          interest (no par value)

          Alabama Municipal Cash Trust           94
          California Municipal Cash Trust         0
          Connecticut Municipal Cash Trust
               Institutional Service Shares     843
          Maryland Municipal Cash Trust(as of 5/27/94) 30
          Massachusetts Municipal Cash Trust
               Institutional Service Shares     214
               BayFunds Shares                    3
          Minnesota Municipal Cash Trust
               Cash Series Shares             2,124
               Institutional Shares              38
          New Jersey Municipal Cash Trust
               Institutional Service Shares     115
               Institutional Shares              27
          New York Municipal Cash Trust           0
          North Carolina Municipal Cash Trust   135
          Ohio Municipal Cash Trust
               Cash II Shares                   135
               Institutional Shares              51
          Pennsylvania Municipal Cash Trust
               Cash Series Shares               376
               Institutional Service Shares     294
          Virginia Municipal Cash Trust
               Institutional Shares              26
               Institutional Service Shares     332


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:  Alexander Hamilton Funds; American
             Leaders Fund, Inc.; Annuity Management Series;
             Automated Cash Management Trust; Automated
             Government Money Trust; BayFunds;  The Biltmore
             Funds; The Biltmore Municipal Funds; 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; 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 Short-Intermediate Government
             Trust; Federated Short-Term U.S. Government Trust;
             Federated Stock Trust; Federated Tax-Free Trust;
             Federated U.S. Government Bond Fund; First
             Priority Funds; First Union Funds; Fixed Income
             Securities, Inc.; Fortress Adjustable Rate U.S.
             Government Fund, Inc.; Fortress Municipal Income
             Fund, Inc.; Fortress Utility Fund, Inc.; Fountain
             Square Funds; Fund for U.S. Government Securities,
             Inc.; Government Income Securities, Inc.; High
             Yield Cash Trust; Independence One Mutual Funds;
             Insight Institutional Series, Inc.; Insurance
             Management Series; Intermediate Municipal Trust;
             International Series Inc.; Investment Series
             Funds, Inc.; Investment Series Trust; Liberty
             Equity Income Fund, Inc.; Liberty High Income Bond
             Fund, Inc.; Liberty Municipal Securities Fund,
             Inc.; Liberty U.S. Government Money Market Trust;
             Liberty Utility Fund, Inc.; Liquid Cash Trust;
             Managed Series Trust; Mark Twain Funds; Marshall
             Funds, Inc.; Money Market Management, Inc.; Money
             Market Obligations Trust; Money Market Trust; The
             Monitor Funds; Municipal Securities Income Trust;
             New York Municipal Cash Trust; 111 Corcoran Funds;
             Peachtree Funds; The Planters Funds; Portage
             Funds; RIMCO Monument Funds; The Shawmut Funds;
             Short-Term Municipal Trust; 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.; Vision Group of Funds,
             Inc.; and World Investment Series, Inc.

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


      (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 and
Federated Investors Tower President, and Treasurer,    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.

Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

H. Joseph Kennedy         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

Richard W. Boyd           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

David C. Glabicki         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

William J. Kerns          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Francis J. Matten, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

R. Jeffrey Niss           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. O'Brien        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

Charles A. Robison        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Thomas E. Territ          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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


     (c)  Not applicable.

Item 30.  Location of Accounts and Records:



Federated Municipal Trust               Federated Investors Tower
                                        Pittsburgh, PA 15222-3779

          Federated Services Company
          Transfer Agent, Dividend
          Disbursing Agent and          Federated Investors Tower
          Shareholder Servicing Agent        Pittsburgh, PA   15222-3779

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

          Federated Management          Federated Investors Tower
          Adviser                       Pittsburgh, PA 15222-3779

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


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 California Municipal Cash Trust
          and New York Municipal Cash Trust, portfolios of
          Federated  Municipal Trust, using financial statements
          for California Municipal Cash Trust and New York
          Municipal Cash Trust, which need not be certified,
          within four to six months from the date of this Post-
          Effective Amendment No. 27.






 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, certifies that it meets all of
the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 13th day
of June, 1994.

                  Federated Municipal Trust

               BY: /s/ Robert C. Rosselot
               Robert C. Rosselot, Assistant Secretary
               Attorney in Fact for John F. Donahue
               June 13, 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/ Robert C. Rosselot
   Robert C. Rosselot       Attorney In Fact      June 13, 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





                                   Exhibit (11) under N-1A
                                   Exhibit 23 under Item 601/Reg SK



                     ARTHUR ANDERSEN & CO.

                   Pittsburgh, Pennsylvania







           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


   As independent public accountants, we hereby consent to the
use in Post-Effective Amendment No. 27 to Form N-1A
Registration Statement of Federated Municipal Trust, of our
report dated May 24, 1994, on the financial statements of
California Municipal Cash Trust (one of the portfolios
comprising Federated Municipal Trust), included in or made a
part of this registration statement.



By: ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.


Pittsburgh, Pennsylvania,
June 9, 1994



                                             Exhibit 5(i) under Form N-1A
                                        Exhibit 1 under Item 601/Reg. S-K
                                    
                                    
                                    
                                EXHIBIT H
                                 to the
                      Investment Advisory Contract

                      Alabama Municipal Cash Trust

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

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

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

     Witness the due execution hereof this 1st day of December, 1993.



Attest:                                     FEDERATED MANAGEMENT




_________________________________    By:__________________________
                  Secretary                                   Executive
                                Vice President



Attest:                                   FEDERATED  MUNICIPAL TRUST



_________________________________    By:__________________________
        Assistant Secretary                                   Vice
                                President



                                            Exhibit 5(ii) under Form N-1A
                                        Exhibit 1 under Item 601/Reg. S-K
                                    
                                    
                                    
                                EXHIBIT I
                                 to the
                      Investment Advisory Contract

                   North Carolina Municipal Cash Trust

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

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

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

     Witness the due execution hereof this 1st day of December, 1993.



Attest:                                     FEDERATED MANAGEMENT




_________________________________    By:__________________________
                  Secretary                                   Executive
                                Vice President



Attest:                                   FEDERATED  MUNICIPAL TRUST



_________________________________    By:__________________________
        Assistant Secretary                                   Vice
                                President



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


                                EXHIBIT K
                                 to the
                      Investment Advisory Contract

                     New York  Municipal Cash Trust

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

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

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

    Witness the due execution hereof this ___ day of _____, 1994.


Attest:                            FEDERATED MANAGEMENT



                                   By:
                  Secretary                    Executive Vice President


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
            Assistant Secretary                        Vice President



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


                                EXHIBIT L
                                 to the
                      Investment Advisory Contract

                     California Municipal Cash Trust

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

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

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

    Witness the due execution hereof this ___ day of _____, 1994.


Attest:                            FEDERATED MANAGEMENT



                                   By:
                  Secretary                    Executive Vice President


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
            Assistant Secretary                   Vice President




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

                        FEDERATED MUNICIPAL TRUST

                      Virginia Municipal Cash Trust


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


     Witness the due execution hereof this 1st day of June, 1993.



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


                                   By:
                              Secretary
President
(SEAL)



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

                        FEDERATED MUNICIPAL TRUST

                      Alabama Municipal Cash Trust


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


     Witness the due execution hereof this 1st day of December, 1993.



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


                                   By:
                              Secretary
President
(SEAL)



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

                        FEDERATED MUNICIPAL TRUST

                   North Carolina Municipal Cash Trust


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


     Witness the due execution hereof this 1st day of December, 1993.



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


                                   By:
                              Secretary
President
(SEAL)



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

                        FEDERATED MUNICIPAL TRUST

                      Maryland Municipal Cash Trust


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


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



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


                                   By:
                              Secretary
President
(SEAL)



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


                                Exhibit R


                        FEDERATED MUNICIPAL TRUST

                      New York Municipal Cash Trust
                             Cash II Shares


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

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

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

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

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

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

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


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

    Witness the due execution hereof this ____ day of _____, 1994.


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
                  Secretary                              President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



                                   By:
                  Secretary                              President

(SEAL)



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


                                Exhibit S


                        FEDERATED MUNICIPAL TRUST

                      New York Municipal Cash Trust
                      Institutional Service Shares


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

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

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

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

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

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

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


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

    Witness the due execution hereof this ____ day of _____, 1994.


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
                  Secretary                              President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



                                   By:
                  Secretary                              President

(SEAL)



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

                        FEDERATED MUNICIPAL TRUST

                     California Municipal Cash Trust


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


     Witness the due execution hereof this ____ day of _______, 1994.


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
                  Secretary                              President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



                                   By:
                  Secretary                              President

(SEAL)




                                            Exhibit 9(iv) under Form N-1A
                                       Exhibit 10 under Item 601/Reg. S-K
                                    
                                    
                        FEDERATED MUNICIPAL TRUST
                                    
                     SHAREHOLDER SERVICES AGREEMENT

     This Agreement is made between the Financial Institution executing
this Agreement ("Provider") and Federated Administrative Services, Inc.
("FAS") on behalf of the investment companies listed in Exhibit A hereto
(the "Funds"), for whom FAS administers Shareholder Services Plans
("Plans") and who have approved this form of Agreement.  In consideration
of the mutual covenants hereinafter contained, it is hereby agreed by and
between the parties hereto as follows:

     1.   FAS hereby appoints Provider to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Services").  Provider agrees to
provide Services which, in its best judgment, are necessary or desirable
for its customers who are investors in the Funds.  Provider further
agrees to provide FAS, upon request, a written description of the
Services which Provider is providing hereunder.

     2.   During the term of this Agreement, the Funds will pay the
Provider fees as set forth in a written schedule delivered to the
Provider pursuant to this Agreement.  The fee schedule for Provider may
be changed by FAS sending a new fee schedule to Provider pursuant to
Paragraph 9 of this Agreement.  For the payment period in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of the fee on the basis of the number of days that this
Agreement is in effect during the quarter.  To enable the Fund to comply
with an applicable exemptive order, Provider represents that the fees
received pursuant to this Agreement will be disclosed to its customers,
will be authorized by its customers, and will not result in an excessive
fee to the Provider.

     3.   The Provider understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving shareholder service fees or other compensation from funds in
which the fiduciary's discretionary ERISA assets are invested.  To date,
the Department of Labor has not issued any exemptive order or advisory
opinion that would exempt fiduciaries from this interpretation.  Without
specific authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund pursuant to an
arrangement where the fiduciary is to be compensated by the fund for such
investment.  Receipt of such compensation could violate ERISA provisions
against fiduciary self-dealing and conflict of interest and could subject
the fiduciary to substantial penalties.

     4.   The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management
of the Fund, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of Trustees or
Directors of the Fund constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties.  This paragraph 4 will
survive the term of this Agreement.

     5.   This Agreement shall continue in effect for one year from the
date of its execution, and thereafter for successive periods of one year
if the form of this Agreement is approved at least annually by the Board
of each Fund, including a majority of the members of the Board of the
Fund who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Fund's Plan or in any
related documents to the Plan ("Disinterested Board Members") cast in
person at a meeting called for that purpose.

     6.   Notwithstanding paragraph 5, this Agreement may be terminated
as follows:

           (a)  at any time, without the payment of any penalty, by the
      vote of a majority of the Disinterested Board Members of the Fund
      or by a vote of a majority of the outstanding voting securities of
      the Fund as defined in the Investment Company Act of 1940 on not
      more than sixty (60) days' written notice to the parties to this
      Agreement;

           (b)  automatically in the event of the Agreement's assignment
      as defined in the Investment Company Act of 1940; and

           (c)  by either party to the Agreement without cause by giving
      the other party at least sixty (60) days' written notice of its
      intention to terminate.

     7.   The Provider agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of
the Internal Revenue Code, and any applicable Treasury regulations, and
to provide the Fund or its designee with timely written notice of any
failure to obtain such taxpayer identification number certification in
order to enable the implementation of any required backup withholding.

     8.   This Agreement supersedes any prior service agreements between
the parties for the Fund.

     9.   This Agreement may be amended by FAS from time to time by the
following procedure.  FAS will mail a copy of the amendment to the
Provider's address, as shown below.  If the Provider does not object to
the amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement.  The Provider's objection must be in
writing and be received by FAS within such thirty days.

     10.  The Provider acknowledges and agrees that FAS has entered into
this Agreement solely in the capacity of agent for the Funds and
administrator of the Plans.  The Provider agrees not to claim that FAS is
liable for any responsibilities or amounts due by the Funds hereunder.

     11.  This Agreement shall be construed in accordance with the Laws
of the Commonwealth of Pennsylvania.


                              ______________________________
                                                  [Provider]

                              _________________________________
                                                  Address

                              _________________________________
                              City           State  Zip Code

Dated:_______________________      By:______________________________
                                          Authorized Signature

                              __________________________________
                                                  Title

                              __________________________________
                              Print Name of Authorized Signature








                              FEDERATED ADMINISTRATIVE
                                   SERVICES, INC.
                              Federated Investors Tower
                              Pittsburgh, Pennsylvania 15222-3779



                              By:_________________________________
                                                  Vice President




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

                        FEDERATED MUNICIPAL TRUST

                      Virginia Municipal Cash Trust
                      Institutional Service Shares

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

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

          Witness the due execution hereof this 1st day of September,
1993.


                              FEDERATED MUNICIPAL TRUST



                              By:
                                             President



                              Exhibit 15(i)(1) under Form N-1A
                              Exhibit 1 under Item 601/Reg. S-K


                                EXHIBIT H

                        FEDERATED MUNICIPAL TRUST

                      New York Municipal Cash Trust
                             Cash II Shares


    The Plan is adopted by Federated Municipal Trust with respect to the
Class of Shares of the Fund set forth above.

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

    Witness the due execution hereof this ____ day of _______, l994.


                                   FEDERATED MUNICIPAL TRUST



                                   By:




                              Exhibit 15(i)(2) under Form N-1A
                              Exhibit 1 under Item 601/Reg. S-K


                                EXHIBIT I

                        FEDERATED MUNICIPAL TRUST

                      New York Municipal Cash Trust
                      Institutional Service Shares


    The Plan is adopted by Federated Municipal Trust with respect to the
Class of Shares of the Fund set forth above.

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

    Witness the due execution hereof this ____ day of _______, l994.


                                   FEDERATED MUNICIPAL TRUST



                                   By:






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