FEDERATED MUNICIPAL TRUST
485APOS, 1994-03-15
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                                           1933 Act File No. 33-31259
                                           1940 Act File No. 811-5911
 
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
 
                                 Form N-1A
 
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              X   
 
     Pre-Effective Amendment No.                                          
 
     Post-Effective Amendment No.   22                                X   
 
                                   and/or
 
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X   
 
     Amendment No.   22                                               X   
 
                         FEDERATED MUNICIPAL TRUST
 
             (Exact Name of Registrant as Specified in Charter)
 
       Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
                  (Address of Principal Executive Offices)
 
                               (412) 288-1900
                      (Registrant's Telephone Number)
 
                        John W. McGonigle, Esquire,
                         Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)
 
 It is proposed that this filing will become effective:
 
     immediately upon filing pursuant to paragraph (b)
     on _________________ pursuant to paragraph (b)
  X  60 days after filing pursuant to paragraph (a)
     on                 pursuant to paragraph (a) of Rule 485.
 
 Registrant has filed with the Securities and Exchange Commission a 
 declaration pursuant to Rule 24f-2 under the Investment Company Act of 
 1940, and:
 
  X  filed the Notice required by that Rule on December 15, 1993; or
     intends to file the Notice required by that Rule on or about 
     ____________; or
     during the most recent fiscal year did not sell any securities pursuant 
  to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to 
  Rule 24f-2(b)(2), need not file the Notice.
 
                                 Copies to:
 
 Thomas J. Donnelly, Esquire               Charles H. Morin, Esquire
    Houston, Houston & Donnelly           Dickstein, Shapiro & Morin
 2510 Centre City Tower                    2101 L Street, N.W.
 650 Smithfield Street                     Washington, D.C.  20037
 Pittsburgh, Pennsylvania 15222
 
                           CROSS-REFERENCE SHEET
 
       This Amendment to the Registration Statement of FEDERATED MUNICIPAL 
 TRUST, which consists of ten portfolios:  (1) Connecticut Municipal Cash 
 Trust, (a) Institutional Service Shares; (2) Pennsylvania Municipal Cash 
 Trust, (a) Cash Series Shares and (b) Institutional Service Shares; (3) 
 Massachusetts Municipal Cash Trust, (a) Institu- tional Service Shares and 
 (b) BayFunds Shares; (4) Minnesota Municipal Cash Trust, (a) Cash Series 
 Shares and (b) Institutional Shares; (5) New Jersey Municipal Cash Trust, 
 (a) Institutional Shares and (b) Institutional Shares; (6) Ohio Municipal 
 Cash Trust, (a) Cash II Shares and (b) Institutional Shares; (7) Virginia 
 Municipal Cash Trust, (a) Institutional Shares and (b) Institutional 
 Service Shares; (8) Alabama Municipal Cash Trust; (9) North Carolina 
 Municipal Cash Trust; and (10) Maryland Municipal Cash Trust, relates only 
 to the Maryland Municipal Cash Trust and is comprised of the following:
 
 PART A.   INFORMATION REQUIRED IN A PROSPECTUS.
 
                                           Prospectus Heading
                                           (Rule 404(c) Cross Reference)
 
 Item 1.     Cover Page                    (1-10) Cover Page.
 
 Item 2.     Synopsis                      (1-10) Summary of Fund Expenses.
 
 Item 3.     Condensed Financial 
             Information                   (1-7) Financial Highlights; (1-9) 
                                           Performance Information; (3b) 
                                           Tax-Equivalent Yield.
 
 Item 4.     General Description of 
             Registrant                    (1-10) General Information; 
                                           (1-10) Investment Information; 
                                           (1-10) 
                                           Investment Objective; (1-10) 
                                           Investment Policies; (1) Connecticut 
                                           Municipal Securities; (2) 
                                           Pennsylvania 
                                           Municipal Securities; 
                                           (3) Massachusetts Municipal 
                                           Securities; 
                                           (4) Minnesota Municipal Securities; 
                                           (5) New Jersey Municipal Securities; 
                                           (6) Ohio Municipal Securities; (7) 
                                           Virginia Municipal Securities; (8) 
                                           Alabama Municipal Securities; (9) 
                                           North Carolina Municipal Securities; 
                                           (10) Maryland Municipal Securities; 
                                           (1-10) Standby Commitments; 
                                           (1) Connecticut Investment Risks; 
                                           (2) 
                                           Pennsylvania Investment Risks; 
                                           (3) Massachusetts Investment Risks; 
                                           (4) Minnesota Investment Risks; 
                                           (5) New 
                                           Jersey Investment Risks; (6) Ohio 
                                           Investment Risks; (7) Virginia 
                                           Investment Risks; (8) Alabama 
                                           Investment Risks; (9) North Carolina 
                                           Investment Risks; (10) Maryland 
                                           Investment Risks; 
                                           (1-10) Non-Diversification; 
                                           (1-10) Investment Limitations; 
                                           (1-10) Regulatory Compliance.
 
 Item 5.     Management of the Fund        (1-10) Federated Municipal Trust 
                                           Information; (1-10) Management of 
                                           Federated Municipal Trust; (1-7) 
                                           Distribution of Cash Series, 
                                           Institutional, Institutional 
                                           Service, 
                                           or Cash II Shares; (8-10) 
                                           Distribution 
                                           of Fund Shares; (1-10) 
                                           Administration 
                                           of the Fund; (7) Expenses of the 
                                           Fund 
                                           and Institutional or Institutional 
                                           Service Shares; (8-10) Expenses 
                                           of the 
                                           Fund.
 
 Item 6.     Capital Stock and Other 
             Securities                    (1-10) Dividends; (1-10) Capital 
                                           Gains; (1-10) Shareholder 
                                           Information; 
                                           (1-10) Voting Rights; (1-10) 
                                           Massachusetts Partnership Law; 
                                           (1-10) 
                                           Tax Information; (1-10) Federal 
                                           Income 
                                           Tax; (1) Connecticut Tax 
                                           Considerations; (2) Pennsylvania Tax 
                                           Considerations; (3) Massachusetts 
                                           Tax 
                                           Considerations; (4) Minnesota Tax 
                                           Considerations; (5) New Jersey Tax 
                                           Considerations; (6) Ohio Tax 
                                           Considerations; (7) Virginia Tax 
                                           Considerations; (8) Alabama Taxes;
                                           (9) 
                                           North Carolina Taxes; (10) Maryland 
                                           Tax Considerations; (1-10) Other 
                                           State 
                                           and Local Taxes; (2,3,4,5,6,7) Other 
                                           Classes of Shares.
 
 Item 7.     Purchase of Securities Being
             Offered                       (1-10) Net Asset Value; (4a,5a,6a) 
                                           Distribution Plan; (3b,7b) 
                                           Shareholder 
                                           Services Plan; (1-7,10) Investing in 
                                           Cash Series, Institutional, 
                                           Institutional Services or Cash II 
                                           Shares; (8,9) Investing in Fund 
                                           Shares; (1-6) Share Purchases; 
                                           (1-10) 
                                           Minimum Investment Required; (1-10) 
                                           What Shares Cost; (2a,4a,6a) 
                                           Systematic Investment Program; 
                                           (2a,4a,6a) Automatic Investments; 
                                           (1-10) Subaccounting Services; 
                                           (1-10) 
                                           Certificates and Confirmations.
 
 Item 8.     Redemption or Repurchase      (1-7) Redeeming Cash Series, 
                                           Institutional, Institutional Service 
                                           or Cash II Shares; (8,9) Redeeming 
                                           Fund Shares; (2a,4a,6a) Through a 
                                           Financial Institution; (2a,4a,6a,10) 
                                           Directly from the Fund; 
                                           (1,2,3,4b,5,6b,7) Telephone 
                                           Redemption; (1-9) Written Requests; 
                                           (10) By Mail; (10) By Writing a 
                                           Check; 
                                           (1-9) Redemption Before Purchase 
                                           Instruments Clear; (1-10) Accounts 
                                           With Low Balances.
 
 Item 9.     Pending Legal Proceedings     None.
 
 PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
 
 Item 10.    Cover Page                    (1-10) Cover Page.
 
 Item 11.    Table of Contents             (1-10) Table of Contents.
 
 Item 12.    General Information and 
             History                       (1-10) General Information About the 
                                           Fund.
 
 Item 13.    Investment Objectives and 
             Policies                      (1-10) Investment Objective and 
                                           Policies; (1-10) Investment 
                                           Limitations.
 
 Item 14.    Management of the Fund        (1-10) Federated Municipal Trust 
                                           Management.
 
 Item 15.    Control Persons and Principal
             Holders of Securities         Not applicable.
 
 Item 16.    Investment Advisory and Other
             Services                      (1-10) Investment Advisory Services; 
                                           (1-10) Administrative Services; 
                                           (4a,5a,6a) Distribution Plan; 
                                           (3b,7b) 
                                           Shareholder Services Plan.
 
 Item 17.    Brokerage Allocation          (1-10) Brokerage Transactions.
 
 Item 18.    Capital Stock and Other 
             Securities                    Not applicable.
 
 Item 19.    Purchase, Redemption and Pricing
             of Securities Being Offered   (1-10) Purchasing Shares; 
                                           (1-10) Determining Net Asset Value; 
                                           (1-10) Redeeming Shares.
 
 Item 20.    Tax Status                    (1-10) Tax Status.
 
 Item 21.    Underwriters                  Not applicable.
 
 Item 22.    Calculation of Performance 
             Data                          (1-10) Yield; (1-10) Effective 
                                           Yield; 
                                           (1,2,3a,4,5,6,7,8,9,10) Tax-
                                           Equivalent 
                                           Yield; (1-10) Performance 
                                           Comparisons.
 
 Item 23.    Financial Statements          (1-7) Filed in Part A; (8-10) To be 
                                           filed by Amendment
 
 
 

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

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

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

                          Statement dated May 1, 1994

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

TABLE OF CONTENTS

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

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

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

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

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

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

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

  Adviser to the Fund                                                          7
  Advisory Fees                                                                7

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

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

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

  Conversion to Federal Funds                                                  8

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

  Use of Amortized Cost Method                                                 8

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

  Redemption in Kind                                                           9

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

  The Fund's Tax Status                                                        9

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

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

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

  Tax-Equivalency Table                                                       10

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

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


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

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

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

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

ACCEPTABLE INVESTMENTS

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

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

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

     MUNICIPAL LEASES

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

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

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

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

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

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

TEMPORARY INVESTMENTS

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

     REPURCHASE AGREEMENTS

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

INVESTMENT LIMITATIONS

     SELLING SHORT AND BUYING ON MARGIN

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

     ISSUING SENIOR SECURITIES AND BORROWING MONEY

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

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

     PLEDGING ASSETS

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

     INVESTING IN REAL ESTATE

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

     INVESTING IN COMMODITIES

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

     UNDERWRITING

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

     LENDING CASH OR SECURITIES

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

     CONCENTRATION OF INVESTMENTS

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

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

     RESTRICTED SECURITIES

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

     ILLIQUID SECURITIES

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

     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

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

     INVESTING IN NEW ISSUERS

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

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

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

     INVESTING IN MINERALS

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

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

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

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

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

MARYLAND INVESTMENT RISKS

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

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

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

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

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

OFFICERS AND TRUSTEES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FUND OWNERSHIP

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

THE FUNDS

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

TRUSTEE LIABILITY

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

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

ADVISER TO THE FUND

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

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

ADVISORY FEES

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

     STATE EXPENSE LIMITATIONS

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

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

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

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

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

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

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

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

advice as to the advisability of investing in securities;

security analysis and reports;

economic studies;

industry studies;

receipt of quotations for portfolio evaluations; and

similar services.

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

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

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

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

CONVERSION TO FEDERAL FUNDS

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

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

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

USE OF AMORTIZED COST METHOD

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

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

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

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

     MONITORING PROCEDURES

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

     INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

REDEMPTION IN KIND

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

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

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

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

THE FUND'S TAX STATUS

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

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

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

invest in securities within certain statutory limits; and

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

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

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

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

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

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

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

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

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

adding 1 to the base period return;

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

subtracting 1 from the result.

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

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

     TAX-EQUIVALENCY TABLE

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

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

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

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

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

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

The performance of the Fund depends upon such variables as:

portfolio quality;

average portfolio maturity;

type of instruments in which the portfolio is invested;

changes in interest rates on money market instruments;

changes in the Fund's expenses; and

the relative amount of Fund cash flow.

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

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

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

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

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

                       MUNICIPAL BOND RATING DEFINITIONS

STANDARD AND POOR'S CORPORATION

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

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

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

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

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

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

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

MOODY'S INVESTORS SERVICE, INC.

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

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

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

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

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

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

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

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

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

                    SHORT-TERM MUNICIPAL OBLIGATION RATINGS

STANDARD AND POOR'S CORPORATION

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

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

SP-2 Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, INC.

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

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

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

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

STANDARD AND POOR'S CORPORATION

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

MOODY'S INVESTORS SERVICE, INC.

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

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

                         COMMERCIAL PAPER (CP) RATINGS

STANDARD AND POOR'S CORPORATION

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

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

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

MOODY'S INVESTORS SERVICE, INC.

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

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

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

              FITCH TAX-EXEMPT INVESTMENT NOTE RATING DEFINITIONS

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

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

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

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

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

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

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

                                                                 4020807B (2/94)


PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:

            (a)   Financial Statements    [(1-7) Filed in Part A; (8-10) To be 
                                       Filed by Amendment]
            (b)   Exhibits:
                   (1)  Copy of Declaration of Trust of the Registrant (1);
                          (i) Copy of the Declaration of Trust, as amended 
                              (7);
                         (ii) Copy of Amendment No. 7, dated August 22, 1991, 
                              to the Declaration of Trust (12);
                        (iii) Copy of Amendment No. 8, dated February 11, 
                              1992, to the Declaration of Trust (12);
                         (iv) Copy of Amendment No. 9, dated November 9, 
                              1992, to the Declaration of Trust (12);
                          (v) Copy of Amendment No. 10, dated November 18, 
                              1992, to the Declaration of Trust (12);
                   (2)  Copy of By-Laws of the Registrant (7);
                   (3)  Not applicable;
                   (4)  Copy of Specimen Certificates for Shares of Beneficial 
                       Interest of Alabama Municipal Cash Trust, Minnesota 
                       Municipal Cash Trust (Cash Series Shares and 
                       Institutional Shares), Pennsylvania Municipal Cash 
                       Trust (Cash Series Shares and Institutional Service 
                       Shares), Virginia Municipal Cash Trust (Institutional 
                       Service Shares and Institutional Shares), North 
                       Carolina Municipal Cash Trust, Ohio Municipal Cash 
                       Trust (Cash II Shares and Institutional Shares), 
                       Massachusetts Municipal Cash Trust (Institutional 
                       Service Shares and BayFunds Shares), and New Jersey 
                       Municipal Cash Trust (Institutional Shares and 
                       Institutional Service Shares) (16);
                        (i) Copy of Specimen Certificate for Maryland 
                       Municipal Cash Trust; +
                   (5)  Copy of Investment Advisory Contract of the Registrant 
                       (7);
                        (i) Form of Exhibit H to Investment Advisory Contract 
                       for Alabama Municipal Cash Trust; +
                        (ii) Form of Exhibit I to Investment Advisory Contract 
                       for North Carolina Municipal Cash Trust; +
                        (iii) Form of Exhibit J to Investment Advisory 
                       Contract for Maryland Municipal Cash Trust; +
                        
+ All exhibits have been filed electronically.
1.  Response is incorporated by reference to Registrant's Initial 
    Registration Statement on Form N-1A filed on September 29, 1989 (File 
    Nos. 33-31259 and 811-5911).
5.  Response is incorporated by reference to Registrant's Post-Effective 
    Amendment No. 3 on Form N-1A filed on August 3, 1990 (File Nos. 33-31259 
    and 811-5911).
7.  Response is incorporated by reference to Registrant's Post-Effective 
    Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 
    33-31259 and 811-5911).
12. Response is incorporated by reference to Registrant's Post-Effective 
    Amendment No. 14 on Form N-1A filed on December 23, 1992 (File Nos. 
    33-31251 and 811-5911).
13. Response is incorporated by reference to Registrant's Post-Effective 
    Amendment No. 15 on Form N-1A filed on December 24, 1992 (File Nos. 
    33-31251 and 811-5911).
16. Response is incorporated by reference to Registrant's Post-Effective 
    Amendment No. 21 on Form N-1A filed on December 29, 1993 (File Nos. 
    33-31251 and 811-5911).
      (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; +
                   (7)  Not applicable;
                   (8)    (i) Conformed copy of Custodian Agreement of the   
                       Registrant; +
                          (ii) Conformed copy of Transfer Agency Agreement; +
                   (9)    (i)       Conformed copy of Agency Agreement 
                              of the Registrant (15);
                         (ii) Conformed copy of Sub-Transfer Agency Agreement 
                              of the Registrant (Massachusetts Municipal Cash 
                              Trust--BayFunds Shares only)(15);
                        (iii) Conformed copy of Shareholder Services Plan of 
                              the Registrant (15);
                         (iv) Conformed copy of Shareholder Services 
                              Agreement of the Registrant (Massachusetts 
                              Municipal Cash Trust--BayFunds Shares only) 
                              (15);
                        (v)   Form of Shareholder Services Agreement of the 
                              Registrant; +
                        (vi)  Copy of Exhibit A to Shareholder Services 
                              Agreement for Virginia Municipal Cash Trust; +
                        (vii) Copy of Exhibit B to Shareholder Services 
                              Agreement for Maryland Municipal Cash Trust; +
                        (viii) Form of Shareholder Services Plan of the 
                              Registrant; +
                        (ix)   Form of Exhibit A to Shareholder Services Plan 
                              for Virginia Municipal Cash Trust-Institutional 
                              Service Shares; +
                        (x)    Form of Exhibit B to Shareholder Services Plan 
                              for Maryland Municipal Cash Trust; +
                  (10)    (i)       Copy of Opinion and Consent of 
                              Counsel as to the legality of shares for 
                              Minnesota Municipal Cash Trust (5);
                         (ii) Copy of Opinion and Consent of Counsel as to 
                              the legality of shares for New Jersey Municipal 
                              Cash Trust (7);
                  (11)  Conformed copy of Consent of Independent 
                       Accountants; Not applicable
                  (12)        Not applicable;
                  (13)        Copy of Initial Capital Understanding (2);
                  (14)        Not applicable.
                  (15)    (i)       Copy of Rule 12b-1 Plan of the 
                              Registrant (7);
                         (ii) Copy of Rule 12b-1 Agreement of the Registrant 
                              (7); Additional Exhibits to the Rule 12b-1 Plan 
                              and Agreement have been executed to reflect the 
                              coverage of subsequently created portfolios 
                              and/or classes under these documents.  Because 
                              these exhibits are substantially identical but 
                              differ only as to the Fund name, dates, and any 
                              other Fund - specific information, pursuant to 
                              Rule 8b-31 of the Investment Company Act they 
                              need not be filed.


                        
+ All exhibits have been filed electronically.
 2.   Response is incorporated by reference to Registrant's Pre-Effective 
     Amendment No. 1 on Form N-1A filed on October 31, 1989 (File Nos. 
     33-31259 and 811-5911).
 5.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 3 on Form N-1A filed August 3, 1990 (File Nos. 33-31259 
     and 811-5911).
 7.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 
     33-31259 and 811-5911).
 9.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 10 on Form N-1A filed June 7, 1991 (File Nos. 33-31259 and 
     811-5911).
14.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 16 on Form N-1A filed on February 19, 1993 (File Nos. 
     33-31251 and 811-5911).
15.   Response   is   incorporated   by    reference   to   Registrant's   
     Post-Effective Amendment No. 18  on Form N-1A filed  on October 1, 
     1993 (File Nos. 33-31259 and 811-5911).
  (16)   Schedules for Computation of Performance Data;
                          (i) New Jersey Municipal Cash Trust (9);
                         (ii) Ohio Municipal Cash Trust (10);
                        (iii) Virginia Municipal Cash Trust (Institutional 
                              Share and Institutional Service Shares) (16);
                  (17)        Conformed copy of Power of Attorney(16);
                  (18)        Conformed copy of Opinion and Consent of 
                       Counsel as to Availability of Rule 485(b).Not 
                       applicable


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

            None


Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                      as of February 14, 1994

            Shares of beneficial
            interest (no par value)

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


                        
+ All exhibits have been filed electronically.
 7.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 6 on Form N-1A filed on November 6, 1990  (File Nos. 
     33-31259 and 811-5911).
 9.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 10 on Form N-1A filed on June 7, 1991 (File Nos. 33-31259 
     and 811-5911).
10.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 11 on Form N-1A filed on June 28, 1991 (File Nos. 33-31259 
     and 811-5911).
11.   Response is incorporated by reference to Registrant's Post-Effective 
     Amendment No. 13 on Form N-1A filed on December 23, 1991 (File Nos. 
     33-31259 and 811-5911).



Item 27.    Indemnification: (3.)


Item 28.    Business and Other Connections of Investment Adviser:

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

            The remaining Officers of the investment adviser are: William D. 
           Dawson, J. Thomas Madden, Mark L. Mallon, Executive Vice 
           President; Henry J. Gailliot, Senior Vice President-Economist; 
           Peter R. Anderson,   Gary J. Madich, and J. Alan Minteer, Senior 
           Vice Presidents; Randall A. Bauer, Jonathan C. Conley, Deborah A. 
           Cunningham, Mark E. Durbiano, Roger A. Early, Kathleen M. 
           Foody-Malus, David C. Francis, Thomas M. Franks, Edward C. 
           Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W. 
           McGonigle, Gregory M. Melvin, Susan M. Nason, Mary Jo Ochson, 
           Robert J. Ostrowski, Charles A. Ritter, and Christopher H. Wiles, 
           Vice Presidents; Edward C. Gonzales, Treasurer; and John W. 
           McGonigle, Secretary.  The business address of each of the 
           Officers of the investment adviser is Federated Investors Tower, 
           Pittsburgh, Pennsylvania  15222-3779.  These individuals are also 
           officers of a majority of the investment advisers to the Funds 
           listed in Part B of this Registration Statement under "The Funds."

















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

Item 29.    Principal Underwriters:

(a)      Federated Securities Corp., the Distributor for shares of the 
        Registrant, also acts as principal underwriter for the 
        following open-end investment companies:  A.T. Ohio Tax-Free 
        Money Fund; Alexander Hamilton Funds; American Leaders Fund, 
        Inc.; Annuity Management Series; Automated Cash Management 
        Trust; Automated Government Money Trust; BankSouth Select 
        Funds; BayFunds;  The Biltmore Funds; The Biltmore Municipal 
        Funds; The Boulevard Funds; California Municipal Cash Trust; 
        Cambridge Series Trust; Cash Trust Series, Inc.; Cash Trust 
        Series II; DG Investor Series; Edward D. Jones & Co. Daily 
        Passport Cash Trust; FT Series, Inc.; Federated ARMs Fund;  
        Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated 
        Government Trust; Federated Growth Trust; Federated High Yield 
        Trust; Federated Income Securities Trust; Federated Income 
        Trust; Federated Index Trust; Federated Intermediate Government 
        Trust; Federated Master Trust;  Federated Municipal Trust; 
        Federated Short-Intermediate Government Trust; Federated 
        Short-Term U.S. Government Trust; Federated Stock Trust; 
        Federated Tax-Free Trust; Federated U.S. Government Bond Fund; 
        Financial Reserves Fund; First Priority Funds; First Union 
        Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate 
        U.S. Government Fund, Inc.; Fortress Municipal Income Fund, 
        Inc.; Fortress Utility Fund, Inc.; Fountain Square Funds; Fund 
        for U.S. Government Securities, Inc.; Government Income 
        Securities, Inc.; High Yield Cash Trust; Independence One 
        Mutual Funds; Insight Institutional Series, Inc.; Insurance 
        Management Series; Intermediate Municipal Trust; Investment 
        Series Funds, Inc.; Investment Series Trust; Liberty Equity 
        Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty 
        Municipal Securities Fund, Inc.; Liberty U.S. Government Money 
        Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; 
        Mark Twain Funds; Marshall Funds, Inc.; Money Market 
        Management, Inc.; Money Market Obligations Trust; Money Market 
        Trust; The Monitor Funds; Municipal Securities Income Trust; 
        New York Municipal Cash Trust; 111 Corcoran Funds; The Planters 
        Funds; Portage Funds; RIMCO Monument Funds; The Shawmut Funds; 
        Short-Term Municipal Trust; Signet Select Funds; SouthTrust 
        Vulcan Funds; Star Funds; The Starburst Funds; The Starburst 
        Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted 
        Duration Trust; Tax-Free Instruments Trust; Tower Mutual Funds; 
        Trademark Funds; Trust for Financial Institutions; Trust for 
        Government Cash Reserves; Trust for Short-Term U.S. Government 
        Securities; Trust for U.S. Treasury Obligations; Vision 
        Fiduciary Funds, Inc.; and Vision Group of Funds, Inc.

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

      (b)

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

Richard B. Fisher             Director, Chairman, Chief     Vice President
Federated Investors Tower     Executive Officer, Chief
Pittsburgh, PA 15222-3779     Operating Officer, and 
                              Asst. Treasurer, Federated
                              Securities Corp.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

Brian L. Sullivan             Vice President,                     --
Federated Investors Tower     Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

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

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


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

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

      (c)   Not applicable. 


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


Item 31.    Management Services:  Not applicable.


Item 32.    Undertakings:

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

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

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

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

                  

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


                               SIGNATURES

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

                       FEDERATED MUNICIPAL TRUST

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




    Pursuant to the requirements of the Securities Act of 1933, this 
Amendment to its Registration Statement has been signed below by the 
following person in the capacity and on the date indicated:

    NAME                            TITLE                         DATE

By: /s/G. Andrew Bonnewell
    G. Andrew Bonnewell          Attorney In Fact        March 15, 1994
    ASSISTANT SECRETARY          For the Persons
                                 Listed Below

    NAME                            TITLE

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

Glen R. Johnson*                 President

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

John T. Conroy, Jr.*             Trustee

William J. Copeland*             Trustee

James E. Dowd*                   Trustee

Lawrence D. Ellis, M.D.*         Trustee

Edward L. Flaherty, Jr.*         Trustee

Peter E. Madden*                 Trustee

Gregor F. Meyer*                 Trustee

Wesley W. Posvar*                Trustee

Marjorie P. Smuts*               Trustee

* By Power of Attorney





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