FEDERATED MUNICIPAL TRUST
485BPOS, 1994-06-01
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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. 26                       X

                            and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940        X

   Amendment No. 26                                      X

            Portfolios of FEDERATED MUNICIPAL TRUST

      (Exact Name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
           (Address of Principal Executive Offices)

                        (412) 288-1900
                (Registrant's Telephone Number)

                  John W. McGonigle, Esquire,
                  Federated Investors Tower,
              Pittsburgh, Pennsylvania 15222-3779
            (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
 X  on May 31, 1994 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and:

 X  filed the Notice required by that Rule on December 15,
1993; or
    intends to file the Notice required by that Rule on or
   about ____________; or
    during the most recent fiscal year did not sell any
 securities pursuant to Rule 24f-2 under the Investment
 Company Act of 1940, and, pursuant to Rule 24f-2(b)(2), need
 not file the Notice.

                          Copies to:

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


                     CROSS-REFERENCE SHEET

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

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 18.  Capital Stock and Other
          Securities               Not applicable.

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

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

Item 21.  Underwriters             Not applicable.

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

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




ALABAMA
MUNICIPAL
CASH
TRUST

SEMI-ANNUAL REPORT AND
SUPPLEMENT TO PROSPECTUS
DATED DECEMBER 1, 1993

May 31, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of FEDERATED INVESTORS

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       4041805A (5/94)


ALABAMA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
--------------------------------------------------------------------------------

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED DECEMBER 1, 1993

 A.  Please delete the "Summary of Fund Expenses" table on page 1 of the
     prospectus and replace it with the following table:

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

<TABLE>
<CAPTION>
                                                SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                                  <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...............................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)....................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price
  or redemption proceeds, as applicable)..................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)........................................       None
Exchange Fee..............................................................................................       None

                                                ANNUAL FUND OPERATING EXPENSES*
                                       (As a percentage of projected average net assets)
<S>                                                                                                  <C>        <C>
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee.................................................................................................       None
Total Other Expenses......................................................................................       0.59%
    Shareholder Services Fee...................................................................       0.25%
         Total Fund Operating Expenses (2)................................................................       0.59%
</TABLE>

(1) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver of the management fee. The adviser can terminate this
    voluntary waiver at any time at its sole discretion. The maximum management
    fee is 0.50%.

(2) The Total Fund Operating Expenses are estimated to be 1.22% absent the
    anticipated voluntary waiver of the management fee, and the anticipated
    voluntary reimbursement of certain other operating expenses.

 * Total Fund Operating Expenses are estimated based on average expenses
   expected to be incurred during the period ending October 31, 1994. During the
   course of this period, expenses may be more or less than the average amount
   shown.

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "INVESTING IN THE FUND" AND "FEDERATED MUNICIPAL TRUST
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE:                                                                                         1 Year     3 Years
<S>                                                                                             <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return and
(2) redemption at the end of each time period.................................................     $6         $19
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING OCTOBER 31,
1994.


 B.  Please insert the following "Financial Highlights" table as page 2 of the
     prospectus following the "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights" to the Table of Contents page after the heading
     "Summary of Fund Expenses."

ALABAMA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                  APRIL 30, 1994*
<S>                                                                                             <C>
----------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                 $    1.00
----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
----------------------------------------------------------------------------------------------
  Net investment income                                                                                   0.01
----------------------------------------------------------------------------------------------  -------------------
LESS DISTRIBUTIONS
----------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                       (0.01)
----------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, END OF PERIOD                                                                  $         1.00
----------------------------------------------------------------------------------------------  -------------------
TOTAL RETURN**                                                                                            0.94%
----------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
----------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.33%(b)
----------------------------------------------------------------------------------------------
  Net investment income                                                                                    2.27%(b)
----------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                                                         0.50%(b)
----------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                   $27,214
----------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from December 2, 1993 (date of initial
   public investment) to April 30, 1994 (unaudited).

 ** Based on net asset value which does not reflect the sales load or contingent
    deferred sales charge, if applicable.

(a) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

(b) Computed on an annualized basis.

(See Notes which are an integral part of the Financial Statements)


 C.  Please insert the following information as a subsection entitled "Other
     Payments to Financial Institutions" on page 8 of the prospectus after the
     subsection entitled "Adviser's Background", and add the heading "Other
     Payments to Financial Institutions" to the Table of Contents:

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

 D.  Please delete the section entitled "Administrative Arrangements" on page 8
     of the prospectus and its corresponding heading from the Table of Contents
     page and insert the subsection "Administrative Services" as follows:

"ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate which relates
to the average aggregate daily net assets of all funds advised by subsidiaries
of Federated Investors ("Federated Funds") as specified below:

<TABLE>
<CAPTION>
                                           AVERAGE AGGREGATE DAILY NET ASSETS
     MAXIMUM ADMINISTRATIVE FEE                  OF THE FEDERATED FUNDS
<C>                                   <S>
             0.15 of 1%               on the first $250 million
            0.125 of 1%               on the next $250 million
             0.10 of 1%               on the next $250 million
            0.075 of 1%               on assets in excess of $750 million
</TABLE>

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

 E.  Please insert the following information as a subsection entitled
     "Shareholder Services Plan" on page 8 of the prospectus under the section
     entitled "Administrative Services," and add the heading "Shareholder
     Services Plan" to the Table of Contents:

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


 F.  Please insert the following information as a subsection entitled
     "Checkwriting" after the subsection entitled "Receiving Payment" on page
     12 of the prospectus, and add the heading "Checkwriting" to the Table of
     Contents:

"CHECKWRITING. At the shareholder's request, State Street Bank will establish a
checking account for redeeming shares. For further information, contact
Federated Securities Corp.

A fee may be charged for this service. With a Fund checking account, shares may
be redeemed simply by writing a check. The redemption will be made at the net
asset value on the date that State Street Bank presents the check to the Fund. A
check may not be written to close an account. If a shareholder wishes to redeem
shares and have the proceeds available, a check may be written and negotiated
through the shareholder's bank. Checks should never be sent to State Street Bank
to redeem shares. Cancelled checks are returned to the shareholder each month."

 G.  Please delete the section entitled "Redemption Before Purchase Instruments
     Clear" on page 12 of the prospectus. In addition, please delete the
     heading from the Table of Contents:

 H.  Please insert the following at the end of the second paragraph under the
     heading "Voting Rights" on page 13 of the prospectus:

"As of May 10, 1994, UBAT & Co, Union Bank and Trust Co, Montgomery, Alabama,
owned approximately 7,322,268 shares (29.3%) of the Fund, and therefore, may for
certain purposes, be deemed to control the Fund and be able to affect the
outcome of certain matters presented for a vote of shareholders."


 I.  Please insert the following financial statements beginning as page 16 of
     the prospectus. In addition, please add the heading "Financial Statements"
     to the Table of Contents page immediately before "Addresses."

ALABAMA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
APRIL 30, 1994
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                        CREDIT
                                                                                        RATING:
                                                                                        MOODY'S
  PRINCIPAL                                                                             S&P OR
   AMOUNT                                                                               FITCH*         VALUE
<C>            <S>                                                                    <C>          <C>
-------------  ---------------------------------------------------------------------  -----------  --------------
SHORT-TERM MUNICIPAL SECURITIES--98.4%
------------------------------------------------------------------------------------
               ALABAMA--91.4%
               ---------------------------------------------------------------------
$   1,600,000  Alabama Higher Education Loan Corp., Weekly VRDNs
               (Series 1987A)/(Fuji Bank Ltd. LOC)/(Subject to AMT)                   VMIG1        $    1,600,000
               ---------------------------------------------------------------------
    1,400,000  Anniston, AL, IDB Weekly VRDNs (Hoover Group)/ (Comerica Bank
               LOC)/(Subject to AMT)                                                  P-1               1,400,000
               ---------------------------------------------------------------------
    1,100,000  Arab, AL, IDB Revenue Refunding Bonds Weekly VRDNs (Series 1989)/(SCI
               Manufacturing, Inc.)/(Bank of Tokyo Ltd. LOC)                          A-1               1,100,000
               ---------------------------------------------------------------------
    1,000,000  Birmingham, AL, IDA Weekly VRDNs (Altel Industries)/ Wachovia Bank of
               Georgia, N.A. LOC)/(Subject to AMT)                                    P-1               1,000,000
               ---------------------------------------------------------------------
    1,100,000  Chatom, AL, 2.70% Semi-Annual TOBs (National Rural Utilities Series
               1984M)/(Alabama Electric Co-Op, Inc.)/ (CFC Guaranty), Optional
               Tender 8/15/94                                                         A-1+              1,100,000
               ---------------------------------------------------------------------
    1,200,000  Decatur, AL, IDB Weekly VRDNs Revenue Refunding Bonds (Series
               1993)/(Allied Signal, Inc. Guaranty)                                   A-1               1,200,000
               ---------------------------------------------------------------------
    1,100,000  Eutaw, AL, IDB Weekly VRDNs (Mississippi Power
               Company Guaranty)                                                      VMIG1             1,100,000
               ---------------------------------------------------------------------
      670,000  Homewood, AL, 3.40% GO Refunding Warrants SB,
               5/1/95                                                                 AA                  670,000
               ---------------------------------------------------------------------
      400,000  Homewood, AL, IDA Weekly VRDNs (Mountain Brook Ltd.)/(SouthTrust Bank
               of Alabama LOC)                                                        P-1                 400,000
               ---------------------------------------------------------------------
      770,000  Huntsville, AL, IDA Weekly VRDNs (Parkway)/(First
               Alabama Bank LOC)                                                      P-1                 770,000
               ---------------------------------------------------------------------
$   1,000,000  Jefferson County, AL, Weekly VRDNs (Special Obligation
               Warrants)/(Series 1992)/(Board of Education)/(Columbus Bank & Trust
               Co. LOC)                                                               A-1          $    1,000,000
               ---------------------------------------------------------------------
    2,010,000  Madison, AL, IDA Weekly VRDNs (Series A)/(Executive Inn
               Ltd.)/(AmSouth Bank N.A. LOC)                                          A-1               2,010,000
               ---------------------------------------------------------------------
      550,000  Marshall County, AL, Gas District Revenue Bonds, 2.65% BANs (Series
               1994)/(MBIA Insured), 8/1/94                                           AAA                 550,000
               ---------------------------------------------------------------------
    1,000,000  Mobile, AL, Downtown Redevelopment Authority, 2.70% Annual TOBs
               (Series 1992)/(Mitchell Project)/(Trust Company Bank LOC)/(Subject to
               AMT), Mandatory Tender
               12/1/94                                                                P-1               1,000,000
               ---------------------------------------------------------------------
    1,500,000  Mobile, AL, IDA Weekly VRDNs (McRae's, Inc.)/
               (NationsBank, North Carolina N.A. LOC)                                 A-1               1,500,000
               ---------------------------------------------------------------------
    1,500,000  Mobile, AL, IDB, Pollution Control Revenue Bonds, 3.05% Semi-Annual
               TOBs (Series 1984A)/(International Paper), Optional Tender, 10/15/94   A-2               1,500,000
               ---------------------------------------------------------------------
    1,000,000  Montgomery, AL, IDB, Pollution Control & Solid Waste Disposal
               Revenue, 2.45% CP (General Electric Company Guaranty), Mandatory
               Tender 6/17/94                                                         A-1+              1,000,000
               ---------------------------------------------------------------------
    1,000,000  Pheonix City, AL, IDB, 2.50% CP (Series 1988)/(Mead Coated
               Board)/(ABN AMRO Bank N.V. LOC)/(Subject to AMT), Mandatory Tender
               5/23/94                                                                P-1               1,000,000
               ---------------------------------------------------------------------
    1,000,000  Pheonix City, AL, IDB, 2.50% CP (Series 1988)/(Mead Coated
               Board)/(ABN AMRO Bank N.V. LOC)/(Subject to AMT), Mandatory Tender
               5/26/94                                                                P-1               1,000,000
               ---------------------------------------------------------------------
    1,000,000  Pheonix City, AL, IDB, 2.80% CP (Series 1988)/(Mead Coated
               Board)/(ABN AMRO Bank N.V. LOC)/(Subject to AMT), Mandatory Tender
               6/14/94                                                                P-1               1,000,000
               ---------------------------------------------------------------------
$     965,000  Piedmont, AL, IDB Weekly VRDNs (Industrial Partners)/ (Wachovia Bank
               of Georgia LOC)/(Subject to AMT)                                       P-1          $      965,000
               ---------------------------------------------------------------------
    1,100,000  St. Clair County, AL, IDB Weekly VRDNs (Series 1993)/ (EBSCO
               Industries, Inc.)/(National Australia Bank Ltd. LOC)/(Subject to AMT)  A-1+              1,100,000
               ---------------------------------------------------------------------
      900,000  Sylacauga, AL, IDB Industrial Development Revenue Bonds Daily VRDNs
               (Series 1991)/(Parker Fertilizer)/(SouthTrust Bank of Alabama
               LOC)/(Subject to AMT)                                                  P-1                 900,000
               ---------------------------------------------------------------------               --------------
               Total                                                                                   24,865,000
               ---------------------------------------------------------------------               --------------
               PUERTO RICO--7.0%
               ---------------------------------------------------------------------
    1,000,000  Commonwealth of Puerto Rico, 3.00% TRANs (Series 1994A), 7/29/94       SP-1+             1,000,900
               ---------------------------------------------------------------------
      900,000  Government Development Bank of Puerto Rico Weekly VRDNs (Credit
               Suisse and Sumitomo Bank Ltd. LOCs)                                    A-1                 900,000
               ---------------------------------------------------------------------               --------------
               Total                                                                                    1,900,900
               ---------------------------------------------------------------------               --------------
               TOTAL INVESTMENTS, AT AMORTIZED COST (NOTE 2A)                                      $   26,765,900\
               ---------------------------------------------------------------------               --------------
</TABLE>

* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings.

\ Also represents cost for federal tax purposes.

Note: The categories of investments are shown as a percentage of net assets
      ($27,214,176) at April 30, 1994.


BILTMORE TAX-FREE MONEY MARKET FUND
--------------------------------------------------------------------------------

The following abbreviations are used in this portfolio:

AMT--Alternative Minimum Tax
BANs--Bond Anticipation Notes
CFC--Cooperative Finance Corporation
CP--Commercial Paper
GO--General Obligation
IDA--Industrial Development Authority
IDB--Industrial Development Bond
LOC--Letter of Credit
LOCs--Letters of Credit
MBIA--Municipal Bond Investors Assurance
SB--Serial Bond
TOBs--Tender Option Bonds
TRANs--Tax and Revenue Anticipation Notes
VRDNs--Variable Rate Demand Notes

(See Notes which are an integral part of the Financial Statements)


ALABAMA MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1994
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                     <C>        <C>
ASSETS:
-------------------------------------------------------------------------------------------------
Investments in securities, at amortized cost and value (Note 2A)                                   $   26,765,900
-------------------------------------------------------------------------------------------------
Cash                                                                                                      366,288
-------------------------------------------------------------------------------------------------
Interest receivable                                                                                       135,935
-------------------------------------------------------------------------------------------------
Deferred expenses (Note 2E)                                                                                29,344
-------------------------------------------------------------------------------------------------  --------------
  Total assets                                                                                         27,297,467
-------------------------------------------------------------------------------------------------
LIABILITIES:
-------------------------------------------------------------------------------------------------
Dividends payable                                                                         $25,377
--------------------------------------------------------------------------------------
Payable to shareholder servicing agent (Note 4)                                             2,999
--------------------------------------------------------------------------------------
Payable to transfer and dividend disbursing agent (Note 4)                                  1,040
--------------------------------------------------------------------------------------
Accrued expenses and other liabilities                                                     53,875
--------------------------------------------------------------------------------------  ---------
  Total liabilities                                                                                        83,291
-------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 27,214,176 shares of beneficial interest outstanding                                $   27,214,176
-------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share
($27,214,176 / 27,214,176 shares of beneficial interest outstanding)                                        $1.00
-------------------------------------------------------------------------------------------------  --------------
</TABLE>

(See Notes which are an integral part of the Financial Statements)


ALABAMA MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1994*
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                       <C>          <C>
INVESTMENT INCOME:
-----------------------------------------------------------------------------------------------------
Interest income (Note 2B)                                                                              $   340,386
-----------------------------------------------------------------------------------------------------
EXPENSES:
-----------------------------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                                          $    65,163
----------------------------------------------------------------------------------------
Custodian and recordkeeper fees                                                                24,417
----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)                               1,439
----------------------------------------------------------------------------------------
Fund share registration fees                                                                    2,850
----------------------------------------------------------------------------------------
Shareholder services fees (Note 4)                                                              3,063
----------------------------------------------------------------------------------------
Legal fees                                                                                      2,238
----------------------------------------------------------------------------------------
Printing and postage                                                                            5,454
----------------------------------------------------------------------------------------
Insurance premiums                                                                              2,954
----------------------------------------------------------------------------------------
Taxes                                                                                              91
----------------------------------------------------------------------------------------
Miscellaneous                                                                                     826
----------------------------------------------------------------------------------------  -----------
     Total expenses                                                                           108,495
----------------------------------------------------------------------------------------
Deduct--Waiver of investment advisory fee (Note 4)                                             65,163
----------------------------------------------------------------------------------------  -----------
     Net expenses                                                                                           43,332
-----------------------------------------------------------------------------------------------------  -----------
          Net investment income                                                                        $   297,054
-----------------------------------------------------------------------------------------------------  -----------
* For the period from December 2, 1993 (date of initial public investment) to April 30, 1994.
(See Notes which are an integral part of the Financial Statements)
</TABLE>


ALABAMA MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                 APRIL 30, 1994*
                                                                                                   (UNAUDITED)
<S>                                                                                             <C>
INCREASE (DECREASE) IN NET ASSETS:
----------------------------------------------------------------------------------------------
OPERATIONS--
----------------------------------------------------------------------------------------------
Net investment income                                                                            $         297,054
----------------------------------------------------------------------------------------------  ------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
----------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income                                                      (297,054)
----------------------------------------------------------------------------------------------  ------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
----------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           166,429,362
----------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders
in payment of dividends declared                                                                           171,972
----------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                               (139,387,158)
----------------------------------------------------------------------------------------------  ------------------
     Change in net assets from Fund share transactions                                                  27,214,176
----------------------------------------------------------------------------------------------  ------------------
          Change in net assets                                                                          27,214,176
----------------------------------------------------------------------------------------------
NET ASSETS:
----------------------------------------------------------------------------------------------
Beginning of period                                                                                     --
----------------------------------------------------------------------------------------------  ------------------
End of period                                                                                    $      27,214,176
----------------------------------------------------------------------------------------------  ------------------
</TABLE>

* For the period from December 2, 1993 (date of initial public 
investment) to April 30, 1994.
(See Notes which are an integral part of the Financial Statements)


ALABAMA MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1994
(UNAUDITED)
--------------------------------------------------------------------------------

(1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.
The Trust consists of twelve, non-diversified portfolios. The financial
statements included herein are only those of Alabama Municipal Cash Trust (the
"Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles (GAAP).

A.   INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the
     Investment Company Act of 1940.

     Since the Fund invests a substantial portion of its assets in issuers
     located in one state, it will be more susceptible to factors adversely
     affecting issuers of that state, than would be a comparable general
     tax-exempt mutual fund. In order to reduce the credit risk associated with
     such factors, at April 30, 1994, 88% of the securities in the portfolio of
     investments are backed by letters of credit or bond insurance of various
     financial institutions and financial guaranty assurance agencies. The
     aggregate percentages by financial institutions and agencies ranged from
     2.1% to 11.2% of total investments.

B.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount are amortized as required by
     the Internal Revenue Code ("Code"). Distributions to shareholders are
     recorded on the ex-dividend date.

C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its taxable income.
     Accordingly, no provisions for federal tax are necessary.

D.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

E.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

F.   OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At April
30, 1994, capital paid-in aggregated $27,214,176. Transactions in Fund shares
were as follows:

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                 APRIL 30, 1994*
<S>                                                                                             <C>
Shares sold                                                                                            166,429,362
----------------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                             171,972
----------------------------------------------------------------------------------------------
Shares redeemed                                                                                       (139,387,158)
----------------------------------------------------------------------------------------------  ------------------
     Net change resulting from Fund share transactions                                                  27,214,176
----------------------------------------------------------------------------------------------  ------------------
</TABLE>

*For the period from December 2, 1993 (date of initial public investment) to
 April 30, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser
("Adviser"), receives for its services an annual investment advisory fee equal
to .50 of 1% of the Fund's average daily net assets. The Adviser may voluntarily
choose to waive its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.

ADMINISTRATION FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. Prior to March 1, 1994, these Services
were provided at approximate cost. Effective March 1, 1994, the fee is based on
the level of average aggregate daily net assets of all funds advised by
subsidiaries of Federated Investors for the period. The administrative fee
received during any fiscal year shall be at least $125,000 per portfolio and
$30,000 per each additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a shareholder services agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average net assets of the Fund for the period. This fee is to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts.


TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The fee is based on the size, type and number of accounts and transactions made
by shareholders.

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by Adviser and are
estimated at $26,461 and $31,250, respectively. The Fund has agreed to reimburse
the Adviser for the organizational expenses and start-up administrative expenses
during the five year period following December 1, 1993 (date the Fund first
became effective).

INTERFUND TRANSACTIONS--During the period ended April 31, 1994, the Fund engaged
in purchase and sale transactions with other Funds advised by the Adviser
pursuant to Rule 17a-7 of the Investment Company Act of 1940 amounting to
$88,445,000 and $84,375,000, respectively. These purchases and sales were
conducted on an arms length basis and transacted for cash consideration only, at
independent current market prices and without brokerage commissions, fees or
other remuneration.

Certain of the Officers and Trustees of the Trust are Officers and Trustees of
the above companies.

                                                                    May 31, 1994



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

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

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.


The Fund has also filed a Statement of Additional Information dated December 1,
1993, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge by calling 1-800-235-4669. To obtain other information, or make
inquiries about the Fund, contact the Fund at the address listed in the back of
this prospectus.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Prospectus dated December 1, 1993

TABLE OF CONTENTS
--------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
------------------------------------------------------

GENERAL INFORMATION                                                            2
------------------------------------------------------

INVESTMENT INFORMATION                                                         2
------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
     Acceptable Investments                                                    2
       Variable Rate Demand Notes                                              3
       Participation Interests                                                 3
       Municipal Leases                                                        3
     Ratings                                                                   4
     Credit Enhancement                                                        4
     Demand Features                                                           4

     Restricted and Illquid Securities                                         4

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

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

  Management of Federated Municipal Trust                                      7
  Board of Trustees                                                            7
  Investment Adviser                                                           7
       Advisory Fees                                                           7
       Adviser's Background                                                    8
     Distribution of Fund Shares                                               8
     Administrative Arrangements                                               8
     Administration of the Fund                                                9
       Administrative Services                                                 9

       Custodian                                                               9
       Transfer Agent, and
          Dividend Disbursing Agent                                            9

       Legal Counsel                                                           9
       Independent Public Accountants                                          9
     Expenses of the Fund                                                      9

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

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

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

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

  Telephone Redemption                                                        11
  Written Requests                                                            12
     Signatures                                                               12
     Receiving Payment                                                        12
  Redemption Before Purchase
     Instruments Clear                                                        12
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               13
------------------------------------------------------

  Federal Income Tax                                                          13
  Alabama Taxes                                                               14
  Other State and Local Taxes                                                 15

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

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

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

<TABLE>
<CAPTION>
                                              SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                                         <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)..................................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)..................................................................       None
Deferred Sales Loads (as a percentage of original
  purchase price or redemption proceeds, as applicable)................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable).....................................       None
Exchange Fee...........................................................................................       None
<CAPTION>
                                               ANNUAL FUND OPERATING EXPENSES*
                                      (As a percentage of projected average net assets)
<S>                                                                                                         <C>

Management Fee (after waiver) (1)......................................................................       0.31%

12b-1 Fee..............................................................................................       None

Other Expenses.........................................................................................       0.28%
          Total Fund Operating Expenses (2)............................................................       0.59%
</TABLE>

(1)  The estimated management fee has been reduced to reflect the anticipated
     voluntary waiver of a portion of the management fee. The adviser can
     terminate this voluntary waiver at any time at its sole discretion. The
     maximum management fee is 0.50%.

(2)  The Total Fund Operating Expenses are estimated to be 0.78% absent the
     anticipated voluntary waiver of a portion of the management fee.

* Total Operating Expenses are estimated based on average expenses expected to
  be incurred during the period ending October 31, 1994. During the course of
  this period, expenses may be more or less than the average amount shown.


     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "INVESTING IN THE FUND" AND "FEDERATED MUNICIPAL TRUST
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                                         1 year     3 years
<S>                                                                                            <C>        <C>

You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period.
As noted in the table above, the Fund charges no redemption fees.............................     $6         $19
</TABLE>

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING OCTOBER 31,
1994.


GENERAL INFORMATION
--------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes.

Shares of the Fund are designed for investment of moneys held by financial
institutions in an agency or fiduciary capacity. A minimum initial investment of
$10,000 over a 90-day period is required. The Fund may not be a suitable
investment for non-Alabama taxpayers or retirement plans since it invests
primarily in Alabama municipal securities.

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

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income exempt from
federal regular income tax and the income tax imposed by the State of Alabama
consistent with stability of principal. The investment objective cannot be
changed without approval of shareholders. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by following
the investment policies described in this prospectus.

Interest income of the Fund that is exempt from the income taxes described above
retains its tax-free status when distributed to the Fund's shareholders.
However, income distributed by the Fund may not necessarily be exempt from state
or municipal taxes in states other than Alabama.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of Alabama
municipal securities (as defined below) with remaining maturities of 13 months
or less at the time of purchase by the Fund. As a matter of investment policy,
which cannot be changed without approval of shareholders, the Fund invests so
that at least 80% of its annual interest income is exempt from federal regular
and Alabama state income tax or so that at least 80% of its net assets is
invested in obligations, the interest income from which is exempt from federal
regular and Alabama state income tax. The average maturity of the securities in
the Fund's portfolio, computed on a dollar-weighted basis, will be 90 days or
less. Unless indicated otherwise, the investment policies may be changed by the
Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material changes in these policies
become effective.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in debt obligations issued
by or on behalf of the State of Alabama and its political subdivisions and
financing authorities, and obligations of other states, territories and
possessions of the United States, including the District of Columbia, and any
political subdivision or financing authority of any of these, the income from
which is, in the opinion of qualified legal counsel, exempt from both federal
regular income tax and the income tax imposed by the State of Alabama. Examples
of Alabama municipal securities include, but are not limited to:

       tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

       bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

       municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

       participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term
     municipal securities that have variable or floating interest rates and
     provide the Fund with the right to tender the security for repurchase at
     its stated principal amount plus accrued interest. Such securities
     typically bear interest at a rate that is intended to cause the securities
     to trade at par. The interest rate may float or be adjusted at regular
     intervals (ranging from daily to annually), and is normally based on a
     municipal interest index or a stated percentage of a prime rate or another
     published rate. Most variable rate demand notes allow the Fund to demand
     the repurchase of the security on not more than seven days prior notice.
     Other notes only permit the Fund to tender the security at the time of each
     interest rate adjustment or at other fixed intervals. See "Demand
     Features." The Fund treats variable rate demand notes as maturing on the
     later of the date of the next interest adjustment or the date on which the
     Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS. The Fund may purchase interests in municipal
     securities from financial institutions such as commercial and investment
     banks, savings and loan associations, and insurance companies. These
     interests may take the form of participations, beneficial interests in a
     trust, partnership interests or any other form of indirect ownership that
     allows the Fund to treat the income from the investment as exempt from
     federal income tax. The Fund invests in these participation interests in
     order to obtain credit enhancement or demand features that would not be
     available through direct ownership of the underlying municipal securities.


     MUNICIPAL LEASES. Also included within the general category of municipal
     securities are certain lease obligations or installment purchase contract
     obligations and participations therein (hereinafter collectively called
     "lease obligations") of municipal authorities or entities. Although lease
     obligations do not constitute general obligations of the municipality for
     which the municipality's taxing power is pledged, a lease obligation is
     ordinarily backed by the municipality's covenant to budget for, appropriate
     and make the payments due under the lease obligation. Interest on lease
     obligations is tax-exempt to the same extent as if the municipality had
     issued debt obligations to finance the underlying project or purchase.
     However, certain lease obligations contain "non-appropriation" clauses
     which provide that the municipality has no obligation to make lease or
     installment purchase payments in future years unless money is appropriate
     for such purpose on a yearly basis. In addition to the "non-appropriation"
     risk, these securities represent a relatively new type of financing that
     has not yet developed the depth of marketability associated with more
     conventional bonds and some lease obligations may be illiquid. Although
     "non-appropriation" lease obligations are generally secured by the leased
     property, disposition of the property in the event of foreclosure might
     prove difficult. In addition, the tax treatment of such obligations in the
     event of "non-appropriation" is unclear. The Fund does not invest more than
     10% of its total assets in lease obligations that contain
     "non-appropriation" clauses.

     If the Fund purchases unrated municipal leases, the Trustees will be
     responsible for determining, on an ongoing basis, the credit quality of
     such leases and the likelihood that such lease will not be cancelled.


RATINGS. The Alabama municipal securities in which the Fund invests must either
be rated in one of the two highest short-term rating categories by one or more
nationally recognized statistical rating organizations ("NRSROs") or be of
comparable quality to securities having such ratings. A NRSRO's two highest
rating categories are determined without regard for sub-categories and
gradations. For example, securities rated SP-1+, SP-1 or SP-2 by Standard &
Poor's Corporation ("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc.
("Moody's"), or FIN-1+, FIN-1 and FIN-2 by Fitch Investors Service, Inc.
("Fitch") are all considered rated in one of the two highest short-term rating
categories. The Fund will follow applicable regulations in determining whether a
security rated by more than one NRSRO can be treated as being in one of the two
highest short-term rating categories. Currently, such securities must be rated
by two NRSROs in one of their two highest categories. A description of the
ratings categories is contained in the appendix to the Statement of Additional
Information. See "Regulatory Compliance."

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may have been
credit enhanced by a guaranty, letter of credit, or insurance. The Fund
typically evaluates the credit quality and ratings of credit enhanced securities
based upon the financial condition and ratings of the party providing the credit
enhancement (the "credit enhancer"), rather than the issuer. The bankruptcy,
receivership or default of the credit enhancer will adversely affect the quality
and marketability of the underlying security.

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

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.


RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities laws. Under criteria
established by the Trustees, certain restricted securities are considered
liquid. To the extent restricted securities are deemed to be illiquid, the Fund
will limit their purchase, together with other securities considered to be
illiquid, including some municipal leases, to 10% of its net assets.


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


TEMPORARY INVESTMENTS. From time to time on a temporary basis, when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Fund may invest in short-term non-Alabama municipal
tax-exempt obligations or other taxable temporary investments. All temporary
investments will satisfy the same credit quality standards as the Fund's
acceptable investments. See "Ratings" above. Temporary investments include:
notes issued by or on behalf of municipal or corporate issuers; marketable
obligations issued or guaranteed by the U.S. government, its agencies, or
instrumentalities; other debt securities; commercial paper; certificates of
deposit of banks; and repurchase agreements (arrangements in which the
organization sells the Fund a temporary investment and agrees at the time of
sale to repurchase it at a mutually agreed upon time and price).


Although the Fund is permitted to make taxable temporary investments, there is
no current intention of generating income subject to federal regular income tax
or personal income tax imposed by the State of Alabama.

ALABAMA MUNICIPAL SECURITIES

Alabama municipal securities are generally issued to finance public works, such
as airports, bridges, highways, housing, hospitals, mass transportation
projects, schools, streets, and water and sewer works. They are also issued to
repay outstanding obligations, to raise funds for general operating expenses,
and to make loans to other public institutions and facilities.

Alabama municipal securities include industrial development bonds issued by or
on behalf of public authorities to provide financing aid to acquire sites or
construct and equip facilities for privately or publicly owned corporations. The
availability of this financing encourages these corporations to locate within
the sponsoring communities and thereby increases local employment.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

STANDBY COMMITMENTS

Some securities dealers are willing to sell municipal securities to the Fund
accompanied by their commitments to repurchase the securities prior to maturity,
at the Fund's option, for the amortized cost of the securities at the time of
repurchase. These arrangements are not used to protect against changes in the
market value of municipal securities. They permit the Fund, however, to remain
fully invested and still provide liquidity to satisfy redemptions. The cost of
municipal securities accompanied by these "standby" commitments could be greater
than the cost of municipal securities without such commitments. Standby
commitments are not marketable or otherwise assignable and have value only to
the Fund. The default or bankruptcy of a securities dealer giving such a
commitment would not affect the
quality of the municipal securities purchased. However, without a standby
commitment, these securities could be more difficult to sell. The Fund enters
into standby commitments only with those dealers whose credit the investment
adviser believes to be of high quality.

ALABAMA INVESTMENT RISKS

Yields on Alabama municipal securities depend on a number of factors. These
factors include the general economic conditions of the short-term municipal
market and of the municipal bond market, the size and maturity of the specific
offering, and the rating or lack of a rating on the issue. In addition, adverse
economic conditions or developments affecting the State of Alabama and/or its
municipalities could have a negative impact on the Fund's portfolio. The ability
of the Fund to achieve its investment objective also depends on the continuing
ability of the issuers of Alabama municipal securities and demand features for
such securities, or the credit enhancers of either, to meet their obligations
for the payment of principal and interest when due. However, Alabama's
conservative approach to financial management as well as its moderate debt
levels and strong balanced budget act provides high degree of protection to
bondholders.

Investing in Alabama municipal securities that meet the Fund's quality standards
may not be possible if the state of Alabama or its municipalities do not
maintain their high quality short-term credit ratings. Additionally, certain
Alabama constitutional amendments, legislative measures, administrative
regulations, executive or judicial orders, and voter initiatives could adversely
affect Alabama municipal securities. The Statement of Additional Information
contains an expanded discussion of the current economic risks associated with
the purchase of Alabama municipal securities.

NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio because the higher percentage of investments among fewer
issuers may result in greater fluctuation in the total market value of the
Fund's portfolio. Any economic, political, or regulatory developments affecting
the value of the securities in the Fund's portfolio will have a greater impact
on the total value of the portfolio than would be the case if the portfolio were
diversified among more issuers.

The Fund intends to comply with Subchapter M of the Internal Revenue Code. This
undertaking requires that at the end of each quarter of the taxable year, with
regard to at least 50% of the Fund's total assets, no more than 5% of its total
assets are invested in the securities of a single issuer; beyond that, no more
than 25% of its total assets are invested in the securities of a single issuer.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
total assets to secure such borrowings.

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

The Fund will not invest more than 5% of its total assets in industrial
development bonds or other municipal securities when the payment of 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.

REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940, as amended. In particular, the Fund
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

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

MANAGEMENT OF FEDERATED MUNICIPAL TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Board of
Trustees is responsible for managing the business affairs of the Trust and for
exercising all of the powers of the Trust except those reserved for the
shareholders. The Executive Committee of the Board of Trustees handles the
Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Federated Management, the Fund's
investment adviser, subject to direction by the Trustees. The adviser
continually conducts investment research and supervision for the Fund and is
responsible for the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund.

     ADVISORY FEES. The Fund's adviser receives an annual investment advisory
     fee equal to .50 of 1% of the Fund's average daily net assets. Under the
     advisory contract, which provides for the voluntary waiver of the advisory
     fee by the adviser, the adviser may voluntarily waive some or all of the
     advisory fee. This does not include reimbursement to the Fund of any
     expenses incurred by shareholders who use the transfer agent's
     subaccounting facilities. The adviser can terminate this voluntary waiver
     of expenses at any time at its sole discretion. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

     ADVISER'S BACKGROUND. Federated Management, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also
     provide administrative services to a number of investment companies. Total
     assets under management or administration by these and other subsidiaries
     of Federated Investors is approximately $70 billion. Federated Investors,
     which was founded in 1956 as Federated Investors, Inc., develops and
     manages mutual funds primarily for the financial industry. Federated
     Investors' track record of competitive performance and its disciplined,
     risk averse investment philosophy serve approximately 3,500 client
     institutions nationwide. Through these same client institutions, individual
     shareholders also have access to this same level of investment expertise.

DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the Fund.
It is a Pennsylvania corporation organized on November 14, 1969 and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

ADMINISTRATIVE ARRANGEMENTS

The distributor may select brokers and dealers to provide distribution and
administrative services. The distributor may also select administrators
(including depository institutions such as commercial banks and savings and loan
associations) to provide administrative services. These administrative services
include, but are not limited to, distributing prospectuses and other
information, providing accounting assistance and communicating or facilitating
purchases and redemptions of Fund shares.

Brokers, dealers, and administrators will receive fees from the distributor
based upon shares owned by their clients or customers. The fees are calculated
as a percentage of the average aggregate net asset value of shares held by their
clients in the Fund. Any fees paid for these services by the distributor will be
reimbursed by the adviser.

The Glass-Steagall Act limits the ability of a depository institution (such as a
commercial bank or a savings and loan association) to become an underwriter or
distributor of securities. In the event the Glass-Steagall Act is deemed to
prohibit depository institutions from acting in the capacities described above
or should Congress relax current restrictions on depository institutions, the
Board of Trustees will consider appropriate changes in the services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.


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

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


LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin, Washington, D.C.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of Trust expenses.
The expenses of the Fund include, but are not limited to, the cost of:
organizing the Trust and continuing its existence; Trustees' fees; investment
advisory and administrative services; printing prospectuses and other Fund
documents for shareholders; registering the Trust, the Fund, and shares of the
Fund; taxes and commissions; issuing, purchasing, repurchasing, and redeeming
shares; fees for custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing, mailing, auditing and
certain accounting and legal expenses; reports to shareholders and governmental
agencies; meetings of Trustees and shareholders and proxy solicitations
therefor; insurance premiums; association membership dues; and such
non-recurring and extraordinary items as may arise. However, the Adviser may
voluntarily reimburse the Fund the amount, up to the amount of the advisory fee,
by which operating expenses exceed limitations imposed by certain states.

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

The Fund attempts to stabilize the net asset value of shares at $1.00 by valuing
the portfolio securities using the amortized cost method. The net asset value
per share is determined by subtracting total liabilities from total assets and
dividing the remainder by the total number of shares outstanding.

The Fund, of course, cannot guarantee that its net asset value will always
remain at $1.00 per share.

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

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve Wire System are open for business. Shares may be purchased either by
wire or by mail. The Fund reserves the right to reject any purchase request.

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

Texas residents must purchase shares through Federated Securities Corp. at
1-800-245-2423.

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


BY MAIL. To purchase shares of the Fund by mail, send a check made payable to
Alabama Municipal Cash Trust to the Fund's transfer agent, Federated Services
Company, c/o State Street Bank and Trust
Company, P.O. Box 8602, Boston, Massachusetts 02266-8602. Orders by mail are
considered received when payment by check is converted by State Street Bank into
federal funds. This is normally the next business day after State Street Bank
receives the check.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $10,000. However, an account may
be opened with a smaller amount as long as the $10,000 minimum is reached within
90 days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund.

Individual accounts established through a bank or broker may be subject to a
different minimum investment requirement.

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
shares of the Fund through a non-affiliated bank or broker may be charged an
additional service fee by that bank or broker.

The net asset value is determined at 12:00 noon (Eastern time), 1:00 p.m.
(Eastern time), and 4:00 p.m. (Eastern time), Monday through Friday, except on:
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no orders to
purchase shares are received; or (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

SUBACCOUNTING SERVICES

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions holding Fund shares in a fiduciary, agency, custodial, or similar
capacity may charge or pass through subaccounting fees as part of or in addition
to normal trust or agency account fees. They may also charge fees for other
services provided which may be related to the ownership of Fund shares. This
prospectus should, therefore, be read together with any agreement between the
customer and the financial institution with regard to the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

CERTIFICATES AND CONFIRMATIONS


As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.


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

DIVIDENDS


Dividends are declared daily and paid monthly. Shares purchased by wire before
1:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends on the day after the check is converted upon
instruction of the transfer agent into federal funds. Dividends are
automatically reinvested on payment dates in additional shares of the Fund
unless cash payments are requested on an application or by contacting the Fund.


CAPITAL GAINS

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

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

The Fund redeems shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests must be received in
proper form and can be made by telephone request or by written request.

TELEPHONE REDEMPTION

Shareholders may redeem their shares by telephoning the Fund. Redemption
requests received before 12:00 noon (Eastern time) are not entitled to that
day's dividend. A daily dividend will be paid on shares redeemed if the
redemption request is received after 12:00 noon (Eastern time). However, the
proceeds are not wired until the following business day. If, at any time, the
Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders will be promptly notified.

An authorization form permitting the Fund to accept redemption requests by
telephone must first be completed. Authorization forms and information on this
service are available from Federated Securities Corp. Telephone redemption
instructions may be recorded. If reasonable procedures are not followed by the
Fund, it may be liable for losses due to unauthorized or fraudulent telephone
instructions.

In the event of drastic economic or market changes, shareholders may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as Written Requests, should be considered.

WRITTEN REQUESTS

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

     SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
     redemption of any amount to be sent to an address other than that on record
     with the Fund, or a redemption payable other than to the shareholder of
     record must have signatures on written redemption requests guaranteed by:

             a trust company or commercial bank whose deposits are insured by
             the Bank Insurance Fund ("BIF"), which is administered by the
             Federal Deposit Insurance Corporation ("FDIC");

             a member of the New York, American, Boston, Midwest, or Pacific
             Stock Exchange;

             a savings bank or savings and loan association whose deposits are
             insured by the Savings Association Insurance Fund ("SAIF"), which
             is administered by the FDIC; or

             any other "eligible guarantor institution," as defined in the
             Securities Exchange Act of 1934.

     The Fund does not accept signatures guaranteed by a notary public.

     The Fund and its transfer agent have adopted standards for accepting
     signature guarantees from the above institutions. The Fund may elect in the
     future to limit eligible signature guarantors to institutions that are
     members of a signature guarantee program. The Fund and its transfer agent
     reserve the right to amend these standards at any time without notice.


     RECEIVING PAYMENT. Normally, a check for the proceeds is mailed within one
     business day, but in no event more than seven days, after receipt of a
     proper written redemption request provided that the transfer agent has
     received payment for the shares from the shareholder.


REDEMPTION BEFORE PURCHASE INSTRUMENTS CLEAR


When shares are purchased by check, the proceeds from the redemption of those
shares are not available until the Fund or its agents are reasonably certain
that the purchase check has cleared, which could take up to ten calendar days.


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $10,000 due to
shareholder redemptions.

Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights except that in matters
affecting only a particular fund or class, only shares of that fund or class are
entitled to vote.

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of all series of the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of shareholders for such
acts or
obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument that the Trust or its
Trustees enter into or sign.

In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations, the Trust is required to use its property to protect or
compensate the shareholder. On request, the Trust will defend any claim made and
pay any judgment against a shareholder for any act or obligation of the Trust.
Therefore, financial loss resulting from liability as a shareholder will occur
only if the Trust cannot meet its obligations to indemnify shareholders and pay
judgments against them from its assets.

TAX INFORMATION
--------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code, as amended, applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on some municipal bonds may be included in
calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item for both individuals and
corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons and other public facilities, private
activity bonds provide benefits to private parties. The Fund may purchase all
types of municipal bonds, including private activity bonds. Thus, should it
purchase any such bonds, a portion of the Fund's dividends may be treated as a
tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's preadjustment alternative minimum taxable income as a tax preference
item. "Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, 75% of the difference will be included in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.

These tax consequences apply whether dividends are received in cash or as
additional shares. Information on the tax status of dividends and distributions
is provided annually.

ALABAMA TAXES

Shareholders of the Fund will not be subject to Alabama personal income taxes on
dividends received from the Fund to the extent that such dividends are
attributable to interest earned on obligations that would be exempt from Alabama
personal income taxes if held directly by shareholders (such as obligations of
Alabama or its political subdivisions, of the United States or of certain
territories or possessions of the United States). To the extent that
distributions by the Fund are derived from long-term or short-term capital gains
on such obligations, or from dividends or capital gains on other types of
obligations, such distributions will not be tax exempt from Alabama personal
income tax.


Shareholders may exclude from the share value of the Fund, for purpose of the
Alabama personal property tax, that portion of the total share value which is
attributable to the value of obligations of Alabama or its political
subdivisions, of the United States or of certain territories or possessions of
the United States.


OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from regular state income taxes in
states other than Alabama or from personal property taxes. State laws differ on
this issue and shareholders are urged to consult their own tax advisers
regarding the status of their accounts under state and local tax laws.

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

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

The Fund's yield represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The
tax-equivalent yield of the Fund is calculated similarly to the yield, but is
adjusted to reflect the taxable yield that the Fund would have had to earn to
equal their actual yield, assuming a specific tax rate.

Advertisements and other sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value of
an investment in the Fund after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

From time to time, the Fund may advertise its performance using certain
reporting services and/or compare its performance to certain indices.
<TABLE>
<S>                 <C>                                                   <C>                 
ADDRESSES
--------------------------------------------------------------------------------

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

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

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


Custodian

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


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

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

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

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

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
---------------------------------------------------------------------------------------------------------------------
</TABLE>

ALABAMA MUNICIPAL
CASH TRUST
PROSPECTUS

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


December 1, 1993


[LOGO]  FEDERATED SECURITIES CORP.
        -----------------------------------
        Distributor
        A subsidiary of FEDERATED INVESTORS

        FEDERATED INVESTORS TOWER
        PITTSBURGH, PA 15222-3779

3090802A (12/93)



ALABAMA MUNICIPAL CASH TRUST

(A Portfolio of Federated Municipal Trust)
--------------------------------------------------------------------------------

  SEMI-ANNUAL REPORT AND SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
  DATED DECEMBER 1, 1993

  A.  Please insert the following information as a second paragraph under
      the subsection entitled "Fund Ownership" on page 6:

      "As of May 10, 1994, the following shareholders of record owned 5% or more
      of the outstanding shares of the Fund: J. Jones & Company, Almore,
      Alabama, owned approximately 1,898,684 shares (7.6%); First National Bank
      of Brewton, Brewton, Alabama, owned approximately 2,086,221, shares
      (8.4%); McGriff & Seibels, Birmingham, Alabama, owned approximately
      1,281,617 shares (5.1%); and UBAT & Co., Union Bank & Trust Co.
      Montgomery, Alabama, owned approximately 7,322,268 shares (29.3%)."

  B.  Please insert the following as the second paragraph under the subsection
      entitled "Advisory Fees" on page 7:

      "From the Fund's date of initial public investment, December 2, 1993 to
      April 30, 1994, the Fund's adviser earned $65,163, all of which was
      voluntarily waived."

  C.  Please delete the paragraph under the Section entitled "Administrative
      Services" on page 7 and replace it with the following:

      "Federated Administrative Services, a subsidiary of Federated Investors,
      provides administrative personnel and services to the Fund for a fee as
      described in the prospectus. Prior to March 1, 1994, Federated
      Administrative Services, Inc., also a subsidiary of Federated Investors,
      served as the Fund's administrator. 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., and Federated Administrative
      Services. From the Fund's date of initial public investment, December 2,
      1993, to April 30, 1994, the Fund did not incur any costs for
      administrative services."

  D.  Please insert the following section entitled "Shareholder Services Plan"
      after the section entitled "Administrative Services" on page 7. In
      addition, please add the heading to the Table of Contents:

      "SHAREHOLDER SERVICES PLAN

      This arrangement permits the payment of fees to Federated Shareholder
      Services and, indirectly, to Financial Institutions to cause services to
      be provided to shareholders by a representative who has knowledge of the
      shareholder's particular circumstances and goals. These activities and
      services may include, but are not limited to, providing office space,
      equipment, telephone facilities, and various clerical, supervisory,
      computer, and other personnel as necessary or beneficial to establish and
      maintain shareholder accounts and records; processing purchase and
      redemption transactions and automatic investments of client account cash
      balances; answering routine client inquiries; and assisting clients in
      changing dividend options, account designations, and addresses. From the
      Fund's date of initial public investment, December 2, 1993, to
      April 30, 1994, payments in the amount of $3,063 were made pursuant to
      the Shareholder Services Plan."

  E.  Please insert the following information as the first paragraph under the
      section entitled "Yield" on page 10:

      "The Fund's yield for the seven-day period ended April 30, 1994, was
      2.45%."

  F.  Please insert the following information as the first paragraph under the
      section entitled "Effective Yield" on page 10:

      "The Fund's effective yield for the seven-day period ended April 30, 1994,
      was 2.48%."

  G.  Please insert the following information as the first paragraph under the
      section entitled "Tax-Equivalent Yield" on page 10:

      "The Fund's tax-equivalent yield for the seven-day period ended April 30,
      1994 was 3.66% assuming a 28% tax rate and 3.83% assuming a 31% tax rate."

                                                                    May 31, 1994

[LOGO]   FEDERATED SECURITIES CORP.
         -----------------------------------------------------------------------
         Distributor
         4041805A (5/94)



                          ALABAMA 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 Alabama Municipal Cash Trust (the "Fund") dated December
     1, 1993. 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 December 1, 1993


[LOGO]       FEDERATED SECURITIES CORP.
             -----------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS

TABLE OF CONTENTS
--------------------------------------------------------------------------------

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

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

  Acceptable Investments                                                       1
  When-Issued and Delayed
     Delivery Transactions                                                     1
  Temporary Investments                                                        2
  Investment Limitations                                                       2
  Alabama Investment Risks                                                     3

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 Alabama 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 Alabama 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 the
income taxes imposed by the State of Alabama.

When determining whether an Alabama 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
       partnerships, 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 Alabama 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 (the Fund considers cash
       items to be instruments issued by a U.S. branch of a domestic bank or
       savings and loan having capital, surplus, and undivided profits in excess
       of $100,000,000 at the time of investment), securities issued or
       guaranteed by the U.S. government, its agencies, or instrumentalities, or
       instruments secured by these money market instruments, such as repurchase
       agreements.

The above investment limitations cannot be changed without shareholder approval.
The following 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 partnerships or oil, gas or other mineral leases.

ALABAMA INVESTMENT RISKS

The State of Alabama has experienced some diversification of its economy
primarily centered around its metropolitan areas. Agriculture, once dominant
prior to World War II, gave way to the manufacturing of textiles, chemicals,
paper and metals. Manufacturing comprises roughly 23% of Alabama's
non-agricultural employment, slightly higher than the rest of the U.S. Other
major non-agricultural sectors include government (20%), wholesale and retail
trade (22%), and services including finance, insurance, and real estate (24%).
Over the last decade, the economy has further diversified with the addition of
high-tech firms to the Huntsville area and healthcare services in the Birmingham
area. During the 1982 recession Alabama's unemployment rate climbed to the
double digits. However, the recent recession has not been quite as severe to the
Alabama economy. The State's unemployment rate has reflected the national trends
and was recently below the national average (6.5%, November 30, 1992). However,
the signing
of The North American Free Trade Agreement could result in job losses in some of
Alabama's traditional industries as Mexico offers a lower-cost environment.

Alabama's overall debt structure is more complex than most states, due to the
many issuing authorities. Roughly 60% of Alabama's debts are special or limited
tax obligations, payable from designated sources. Debt service as a percentage
of budget revenues is currently 5.5%, which is among the ten highest in the
nation. However, because Alabama generally taxes and spends less than most
states, debt service appears as a larger part of its revenue in relation to
other states. Debt service on a per capita basis is moderate. The State has a
strong balanced budget act that allows spending only from moneys on hand. The
Governor has the ability to prorate budgeted expenditures during the fiscal year
in order to balance the budget. The proration ability of the Governor is
currently being challenged in court. The outcome may adversely affect the
mechanism by which the budget is balanced.

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

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.;
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; 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
Intermediate Municipal Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Intermediate Government Trust; Federated Short-Intermediate
Municipal 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; 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; Signet Select Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; 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, 1992, 1991 and 1990, Federated Administrative Services, Inc. paid
approximately $189,741, $187,677 and $174,794, 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 1993
                               STATE OF ALABAMA
------------------------------------------------------------------------------
                         COMBINED FEDERAL AND STATE INCOME TAX BRACKET
                  20.00%      33.00%      36.00%       41.00%        44.60%
<S>              <C>        <C>         <C>         <C>           <C>
------------------------------------------------------------------------------
Joint                  $1-    $36,901-    $89,151-     $140,001-          Over
Return:             36,900      89,150     140,000       250,000      $250,000
Single                 $1-    $22,101-    $53,501-     $115,001-          Over
Return:             22,100      53,500     115,000       250,000      $250,000
------------------------------------------------------------------------------
<CAPTION>
TAX-EXEMPT YIELD                   TAXABLE YIELD EQUIVALENT
<S>              <C>        <C>         <C>         <C>           <C>
------------------------------------------------------------------------------

2.00%                2.50%       2.99%       3.13%         3.39%         3.61%

2.50                  3.13        3.73        3.91          4.24          4.51
3.00                  3.75        4.48        4.69          5.08          5.42
3.50                  4.38        5.22        5.47          5.93          6.32
4.00                  5.00        5.97        6.25          6.78          7.22
4.50                  5.63        6.72        7.03          7.63          8.12
5.00                  6.25        7.46        7.81          8.47          9.03
5.50                  6.88        8.21        8.59          9.32          9.93
6.00                  7.50        8.96        9.38         10.17         10.83
6.50                  8.13        9.70       10.16         11.02         11.73
7.00                  8.75       10.45       10.94         11.86         12.64
</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 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.

From time to time, the Fund may advertise its performance compared to similar
funds or portfolios using certain indices, reporting services, and financial
publications. They may include the following:

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

Investors may use such an index in addition to the prospectus of the Fund to
obtain a more complete view of the performance of the Fund before investing. Of
course, when comparing performance of the Fund to any index, factors such as
composition of the index and prevailing market conditions should be considered
in assessing the significance of such comparisons. When comparing funds using
reporting services, or total return and yield, investors should take into
consideration any relevant differences in funds such as permitted portfolio
composition and methods used to value portfolio securities and compute offering
price.

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.

                                                                3090802B (12/93)



NORTH
CAROLINA
MUNICIPAL
CASH
TRUST

SEMI-ANNUAL REPORT AND
SUPPLEMENT TO PROSPECTUS
DATED DECEMBER 1, 1993


May 31, 1994

[LOGO]  FEDERATED SECURITIES CORP.
        --------------------------
        Distributor

        A Subsidiary of FEDERATED INVESTORS

        FEDERATED INVESTORS TOWER
        PITTSBURGH, PA 15222-3779

        4041814A (5/94)


NORTH CAROLINA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
--------------------------------------------------------------------------------

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED DECEMBER 1, 1993

 A.  Please delete the "Summary of Fund Expenses" table on page 1 of the
     prospectus and replace it with the following table:

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

<TABLE>
<CAPTION>
                                                SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                                  <C>        <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...............................       None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)....................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price
  or redemption proceeds, as applicable)..................................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)........................................       None
Exchange Fee..............................................................................................       None

                                                ANNUAL FUND OPERATING EXPENSES*
                                       (As a percentage of projected average net assets)
<S>                                                                                                  <C>        <C>
Management Fee (after waiver) (1).........................................................................       0.11%
12b-1 Fee.................................................................................................       None
Total Other Expenses......................................................................................       0.48%
    Shareholder Services Fee...................................................................       0.25%
         Total Fund Operating Expenses (2)................................................................       0.59%
</TABLE>

(1) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver of a portion of the management fee. The adviser can
    terminate this voluntary waiver at any time at its sole discretion. The
    maximum management fee is 0.50%.

(2) The Total Fund Operating Expenses are estimated to be 0.98%, absent the
    anticipated voluntary waiver of a portion of the management fee.

 * Total Fund Operating Expenses are estimated based on average expenses
   expected to be incurred during the period ending October 31, 1994. During the
   course of this period, expenses may be more or less than the average amount
   shown.

THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER DIRECTLY OR
INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES,
SEE "INVESTING IN THE FUND" AND "FEDERATED MUNICIPAL TRUST INFORMATION." Wire
transferred redemptions of less than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
EXAMPLE:                                                                                         1 YEAR     3 YEARS
<S>                                                                                             <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return and
(2) redemption at the end of each time period.................................................     $6         $19
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE
IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING OCTOBER 31, 1994.


 B.  Please insert the following "Financial Highlights" table as page 2 of the
     prospectus following the "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights" to the Table of Contents page after the heading
     "Summary of Fund Expenses."

NORTH CAROLINA MUNICIPAL CASH TRUST
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                  APRIL 30, 1994*
<S>                                                                                             <C>
----------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                    $1.00
----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
----------------------------------------------------------------------------------------------
  Net investment income                                                                                  0.01
----------------------------------------------------------------------------------------------  -------------------
LESS DISTRIBUTIONS
----------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                  (0.01 )
----------------------------------------------------------------------------------------------  -------------------
NET ASSET VALUE, END OF PERIOD                                                                          $1.00
----------------------------------------------------------------------------------------------  -------------------
TOTAL RETURN**                                                                                                0.74%
----------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
----------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.25%(b)
----------------------------------------------------------------------------------------------
  Net investment income                                                                                    2.41%(b)
----------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                                                         0.56%(b)
----------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                  $121,475
----------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from December 31, 1993 (date of initial
   public investment) to April 30, 1994 (unaudited).

 ** Based on net asset value, which does not reflect the sales load or
    contingent deferred sales charge, if applicable.

 (a) This voluntary expense decrease is reflected in both the expense and net
     investment income ratios shown above (Note 4).

(b) Computed on an annualized basis.

(See Notes which are an integral part of the Financial Statements)


 C.  Please insert the following information as a subsection entitled "Other
     Payments to Financial Institutions" on page 8 of the prospectus after the
     subsection entitled "Adviser's Background", and add the heading "Other
     Payments to Financial Institutions" to the Table of Contents:

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

 D.  Please delete the section entitled "Administrative Arrangements" on page 8
     of the prospectus and its corresponding heading from the Table of Contents
     page and insert the subsection "Adminstrative Services" as follows:

"ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the Fund.
Federated Administrative Services provides these at an annual rate which relates
to the average aggregate daily net assets of all funds advised by subsidiaries
of Federated Investors ("Federated Funds"), as specified below:

<TABLE>
<CAPTION>
        MAXIMUM               AVERAGE AGGREGATE DAILY NET ASSETS
  ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
<C>                      <S>
      0.15 of 1%         on the first $250 million
      0.125 of 1%        on the next $250 million
      0.10 of 1%         on the next $250 million
      0.075 of 1%        on assets in excess of $750 million
</TABLE>

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

 E.  Please insert the following information as a subsection entitled
     "Shareholder Services Plan" on page 8 of the prospectus after the section
     entitled "Administrative Services," and add the heading "Shareholder
     Services Plan" to the Table of Contents:

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


 F.  Please insert the following information as a subsection entitled
     "Checkwriting" after the subsection entitled "Receiving Payment" on page
     12 of the prospectus, and add the heading "Checkwriting" to the Table of
     Contents:

"CHECKWRITING. At the shareholder's request, State Street Bank will establish a
checking account for redeeming shares. For further information, contact
Federated Securities Corp.

A fee may be charged for this service. With a Fund checking account, shares may
be redeemed simply by writing a check. The redemption will be made at the net
asset value on the date that State Street Bank presents the check to the Fund. A
check may not be written to close an account. If a shareholder wishes to redeem
shares and has the proceeds available, a check may be written and negotiated
through the shareholder's bank. Checks should never be sent to State Street Bank
to redeem shares. Cancelled checks are returned to the shareholder each month."

 G.  Please delete the section entitled "Redemption Before Purchase Instruments
 Clear" on
     page 12 of the prospectus. In addition, please delete the heading from the
 Table of Contents.


 H.  Please insert the following financial statements beginning as page 16 of
     the prospectus. In addition, please add the heading "Financial Statements"
     to the Table of Contents page immediately before "Addresses."

NORTH CAROLINA MUNICIPAL CASH TRUST
PORTFOLIO OF INVESTMENTS
APRIL 30, 1994
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       CREDIT
                                                                                       RATING:
                                                                                      MOODY'S,
  PRINCIPAL                                                                            S&P OR
   AMOUNT                                                                              FITCH*          VALUE
<C>            <S>                                                                   <C>          <C>
-------------  --------------------------------------------------------------------  -----------  ---------------
SHORT-TERM MUNICIPAL SECURITIES--99.1%
-----------------------------------------------------------------------------------
               NORTH CAROLINA--94.2%
               --------------------------------------------------------------------
$   1,755,000  Alamance County, NC, IDA Weekly VRDNs (Series B) (Culp, Inc.)/(First
               Union National Bank LOC)                                              P-1          $     1,755,000
               --------------------------------------------------------------------
    1,650,000  Angier, NC, 2.75% Sanitary Sewer BANs, 8/31/94                        NR                 1,650,264
               --------------------------------------------------------------------
    2,000,000  Bladen County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1993)/ (BCH Energy,
               L.P.)/(Bank of Tokyo Ltd. LOC)/(Subject to AMT)                       VMIG1              2,000,000
               --------------------------------------------------------------------
    1,000,000  Bladen County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1993)/ (Harriet & Henderson
               Yarns, Inc.)/ (NationsBank of North Carolina N.A. LOC)/(Subject to
               AMT)                                                                  A-1                1,000,000
               --------------------------------------------------------------------
    1,600,000  Buncombe County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1991)/ (Rich Mount,
               Inc.)/(Bank of Tokyo Ltd. LOC)/(Subject to AMT)                       A-1                1,600,000
               --------------------------------------------------------------------
      600,000  Burke County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Norwalk Furniture Corp., Hickory
               Hill)/(Branch Banking & Trust Co. LOC)/ (Subject to AMT)              P-1                  600,000
               --------------------------------------------------------------------
$   1,000,000  Catawba County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1992)/ (WSMP,
               Inc.)/(NationsBank of North Carolina N.A. LOC)/ (Subject to AMT)      A-1          $     1,000,000
               --------------------------------------------------------------------
    2,000,000  Charlotte, NC, Airport Refunding Revenue Bonds Weekly VRDNs (Series
               1993A)/(MBIA Insured)/(Industrial Bank of Japan Ltd. LIQ)             A-1                2,000,000
               --------------------------------------------------------------------
    3,000,000  Charlotte, NC, Revenue Refunding Certificates of Participation
               Weekly VRDNs (AMBAC Insured)/(Merrill Lynch Capital Services, Inc.
               LIQ), R                                                               VMIG1              3,000,000
               --------------------------------------------------------------------
    2,459,292  Charlotte, NC, Weekly VRDNs Floating Rate Trust Certificate (Series
               1992)/(Credit Suisse Financial Products LIQ), R                       P-1                2,459,292
               --------------------------------------------------------------------
    1,224,000  Duplin County, NC, Water District, 3.40% BANs, 7/20/94                NR                 1,225,595
               --------------------------------------------------------------------
    2,000,000  Durham, NC, Public Improvement Bonds Weekly VRDNs (Series 1993)       A-1+               2,000,000
               --------------------------------------------------------------------
    1,800,000  Fayetteville, NC, Public Works Commission Revenue
               Refunding Bonds Weekly VRDNs (FGIC Insured)/(Merrill Lynch Capital
               Services, Inc. LIQ), R                                                VMIG1              1,800,000
               --------------------------------------------------------------------
      500,000  Forsyth County, NC, Industrial Facilities & Pollution
               Control Financing Authority Weekly VRDNs (Series 1991)/
               (Microfibres, Inc.)/(NationsBank of North Carolina N.A.
               LOC)/(Subject to AMT)                                                 P-1                  500,000
               --------------------------------------------------------------------
    1,500,000  Franklin County, NC, Industrial Facilities & Pollution
               Control Financing Authority Weekly VRDNs (Series 1992)/ (Doninger
               Metals Corp.)/(Branch Banking & Trust Co., Wilson LOC)/(Subject to
               AMT)                                                                  P-1                1,500,000
               --------------------------------------------------------------------
$   1,800,000  Guilford County, NC, Industrial Facilities & Pollution
               Control Financing Authority Weekly VRDNs (Series 1989)/ (Bonset
               America Corp.)/(Industrial Bank of Japan Ltd. LOC)/(Subject to AMT)   A-1          $     1,800,000
               --------------------------------------------------------------------
    3,795,000  Halifax County, NC, Industrial Facilities & Pollution Control
               Financing Authority Daily VRDNs (Series 1993)/ (Westmoreland-LG&E
               Partners)/(Credit Suisse LOC)/(Subject to AMT)                        A-1+               3,795,000
               --------------------------------------------------------------------
    1,400,000  Iredell County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1992)/ (Thorneburg Hosiery
               Co., Inc.)/(NationsBank of North
               Carolina N.A. LOC)/(Subject to AMT)                                   A-1                1,400,000
               --------------------------------------------------------------------
    5,000,000  Lee County, NC, Industrial Facilities & Pollution Control Financing
               Authority Weekly VRDNs (Series 1989)/ (Avondale Mills, Inc.)/(Trust
               Company Bank LOC)                                                     P-1                5,000,000
               --------------------------------------------------------------------
    2,000,000  Mecklenberg County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Manhasset Bay Associates)/(Bank of
               Tokyo Ltd. LOC)/(Subject to AMT)                                      A-1                2,000,000
               --------------------------------------------------------------------
    3,680,000  Mecklenberg County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1988)/ (Florida Steel
               Corp.)/(Bankers Trust Company LOC)                                    P-1                3,680,000
               --------------------------------------------------------------------
    3,500,000  New Hanover County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1993)/ (Efson,
               Inc.)/(Branch Banking & Trust Co., Wilson LOC)/ (Subject to AMT)      P-1                3,500,000
               --------------------------------------------------------------------
      500,000  North Carolina Eastern Municipal Power Agency, 2.35% CP (Series
               1988B)/(Morgan Guaranty Trust Co. and Union Bank of Switzerland
               LOCs), Mandatory Tender 5/23/94                                       A-1+                 500,000
               --------------------------------------------------------------------
$   1,662,000  North Carolina Eastern Municipal Power Agency, 2.65% CP (Industrial
               Bank of Japan Ltd. LOC), Mandatory Tender 6/9/94                      A-1          $     1,662,000
               --------------------------------------------------------------------
    2,000,000  North Carolina Educational Facilities Finance Agency Weekly VRDNs
               (Series 1987A)/(Duke University)                                      A-1+               2,000,000
               --------------------------------------------------------------------
    2,000,000  North Carolina Educational Facilities Finance Agency Weekly VRDNs
               (Series 1990)/(Bowman Gray School of Medicine)/(Wachovia Bank &
               Trust Co. N.A. LOC)                                                   VMIG1              2,000,000
               --------------------------------------------------------------------
    1,000,000  North Carolina Medical Care Commission Hospital Revenue Bonds Weekly
               VRDNs (Series 1992B)/(North Carolina Baptist Hospital)                A-1+               1,000,000
               --------------------------------------------------------------------
    1,600,000  North Carolina Medical Care Commission Hospital Revenue Bonds Weekly
               VRDNs (Series 1993)/(Moses H. Cone Memorial Hospital)                 A-1+               1,600,000
               --------------------------------------------------------------------
    5,000,000  North Carolina Medical Care Commission Hospital Weekly VRDNs (Series
               1986AZ)/(MBIA Insured)/(Banque Paribas LIQ)                           VMIG1              5,000,000
               --------------------------------------------------------------------
    5,400,000  North Carolina Medical Care Commission Hospital Weekly VRDNs (Series
               1991B)/(Hospital Pool Program)/(First Union National Bank LOC)        VMIG1              5,400,000
               --------------------------------------------------------------------
    9,000,000  North Carolina Medical Care Commission Hospital Weekly VRDNs (Series
               1993A)/(Duke University Hospital)                                     A-1+               9,000,000
               --------------------------------------------------------------------
      520,000  North Carolina Municipal Power Agency Pound1, 2.40% CP (Catawba
               Electric), Mandatory Tender 5/24/94                                   A-1                  520,000
               --------------------------------------------------------------------
    2,000,000  North Carolina Municipal Power Agency Pound1, 2.75% CP (Catawba
               Electric), Mandatory Tender 8/15/94                                   A-1                2,000,000
               --------------------------------------------------------------------
    4,000,000  North Carolina State Capital Improvement, 4.60% GO Bonds (Series A),
               2/1/95                                                                AAA                4,044,215
               --------------------------------------------------------------------
$   4,000,000  Onslow County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Mine Safety
               Appliances Co.)/(Sanwa Bank Ltd. LOC)                                 A-1+         $     4,000,000
               --------------------------------------------------------------------
    3,190,000  Orange County, NC, Industrial Facilities & Pollution
               Control Financing Authority Weekly VRDNs (Mebane Packaging
               Corp.)/(First Union National Bank LOC)/(Subject to AMT)               A-1                3,190,000
               --------------------------------------------------------------------
    2,100,000  Person County, NC, Industrial Facilities & Pollution Control
               Financing Authority Daily VRDNs (Series 1986)/(Carolina Power &
               Light Co.)/(Fuji Bank Ltd. LOC)/(Subject to AMT)                      VMIG1              2,100,000
               --------------------------------------------------------------------
    1,400,000  Piedmont Triad Airport Authority Weekly VRDNs (Triad International
               Maintenance Corp.)/(Mellon Bank N.A. LOC)/(Subject to AMT)            P-1                1,400,000
               --------------------------------------------------------------------
    2,200,000  Randolph County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1990)/ (Wayne Steel,
               Inc.)/(Bank One, Akron LOC)/(Subject to AMT)                          P-1                2,200,000
               --------------------------------------------------------------------
    5,000,000  Richmond County, NC, Industrial Facilities & Pollution Control
               Financing Authority Weekly VRDNs (Series 1991)/ (Bibb
               Company)/(Citibank N.A. LOC)/(Subject to AMT)                         A-1                5,000,000
               --------------------------------------------------------------------
    3,200,000  Rutherford County, NC, Industrial Facilities Pollution
               Control Financing Authority Weekly VRDNs (Spring-Ford Knitting
               Co.)/(Branch Banking & Trust Co. LOC)/(Subject to AMT)                P-1                3,200,000
               --------------------------------------------------------------------
    2,750,000  University of North Carolina, 2.70% CP (Series 1989)/ (University of
               NC at Chapel Hill General Alumni Assoc.)/ (Credit Suisse LOC),
               Mandatory Tender 5/19/94                                              VMIG1              2,750,000
               --------------------------------------------------------------------
$     600,000  Wake County, NC, Industrial Facilities & Pollution Control Financing
               Authority, 2.55% CP (Series 1990A)/(Carolina Power & Light
               Co.)/(Fuji Bank Ltd. LOC), Mandatory Tender 10/20/94                  A-1          $       600,000
               --------------------------------------------------------------------
    1,000,000  Wake County, NC, Industrial Facilities & Pollution Control Financing
               Authority, 2.70% CP (Series 1990B)/(Carolina Power & Light
               Co.)/(Fuji Bank Ltd. LOC), Mandatory Tender 6/15/94                   A-1                1,000,000
               --------------------------------------------------------------------
    1,000,000  Wake County, NC, Industrial Facilities & Pollution Control Financing
               Authority, 2.75% CP (Series 1990A)/(Carolina Power & Light
               Co.)/(Fuji Bank Ltd. LOC), Mandatory Tender 10/14/94                  A-1                1,000,000
               --------------------------------------------------------------------
    2,000,000  Wake County, NC, Industrial Facilities & Pollution Control Financing
               Authority, 2.80% CP (Series 1990A)/(Carolina Power & Light
               Co.)/(Fuji Bank Ltd. LOC), Mandatory Tender 7/18/94                   A-1                2,000,000
               --------------------------------------------------------------------
    1,000,000  Wake County, NC, Industrial Facilities & Pollution Control Financing
               Authority, 3.00% CP (Series 1990A)/(Carolina Power & Light
               Co.)/(Fuji Bank Ltd. LOC), Mandatory Tender 7/22/94                   A-1                1,000,000
               --------------------------------------------------------------------
    4,957,504  Wayne County, NC, Pollution Control Finance Authority Weekly VRDNs
               (Cooper Industries)/(Sanwa Bank Ltd. LOC)                             A-1+               4,957,504
               --------------------------------------------------------------------               ---------------
               Total                                                                                  114,388,870
               --------------------------------------------------------------------               ---------------
               PUERTO RICO--4.9%
               --------------------------------------------------------------------
    1,000,000  Commonwealth of Puerto Rico, 3.00% TRANs (Series 1994A), 7/29/94      SP-1+              1,000,900
               --------------------------------------------------------------------
$   5,000,000  Government Development Bank of Puerto Rico Weekly VRDNs (Credit
               Suisse and Sumitomo Bank Ltd. LOCs)                                   A-1          $     5,000,000
               --------------------------------------------------------------------               ---------------
               Total                                                                                    6,000,900
               --------------------------------------------------------------------               ---------------
               TOTAL INVESTMENTS (AT AMORTIZED COST)                                              $   120,389,770\
               --------------------------------------------------------------------               ---------------
</TABLE>

\ Also represents cost for federal tax purposes.

     * Please refer to the Appendix of the Statement of Additional Information
       for an explanation of the credit ratings.

Note: The categories of investments are shown as a percentage of net assets
($121,474,782) at
      April 30, 1994.

The following abbreviations are used in this portfolio:

AMBAC--American Municipal Bond Assurance Corporation
AMT--Alternative Minimum Tax
BANs--Bond Anticipation Notes
CP--Commercial Paper
FGIC--Financial Guaranty Insurance Company
GO--General Obligation
IDA--Industrial Development Authority
LIQ--Liquidity Agreement
LOC--Letter(s) of Credit
MBIA--Municipal Bond Investors Assurance
R--Denotes restricted securities which are subject to restrictions on resale
   under Federal securities laws. These securities are considered liquid under
   criteria established by the Board of Trustees.
TRANs--Tax and Revenue Anticipation Notes
VRDNs--Variable Rate Demand Notes

(See Notes which are integral part of the Financial Statements)


NORTH CAROLINA MUNICIPAL CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1994
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>        <C>
ASSETS:
------------------------------------------------------------------------------------------------
Investments, at amortized cost and value (Note 2A)                                                $   120,389,770
------------------------------------------------------------------------------------------------
Cash                                                                                                      705,882
------------------------------------------------------------------------------------------------
Interest receivable                                                                                       398,426
------------------------------------------------------------------------------------------------
Receivable from Adviser                                                                                     7,500
------------------------------------------------------------------------------------------------
Deferred expenses (Note 2E)                                                                                33,274
------------------------------------------------------------------------------------------------  ---------------
     Total assets                                                                                     121,534,852
------------------------------------------------------------------------------------------------
LIABILITIES:
------------------------------------------------------------------------------------------------
Dividends payable                                                                      $  16,643
-------------------------------------------------------------------------------------
Payable to shareholder servicing agent (Note 4)                                            5,543
-------------------------------------------------------------------------------------
Payable to transfer and dividend disbursing agent (Note 4)                                 3,052
-------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                           1,000
-------------------------------------------------------------------------------------
Accrued expenses                                                                          33,832
-------------------------------------------------------------------------------------  ---------
     Total liabilities                                                                                     60,070
------------------------------------------------------------------------------------------------  ---------------
NET ASSETS for 121,474,782 shares of beneficial interest outstanding                              $   121,474,782
------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
($121,474,782 / 121,474,782 shares of beneficial interest outstanding)                                      $1.00
------------------------------------------------------------------------------------------------  ---------------
</TABLE>

(See Notes which are an integral part of the Financial Statements)


NORTH CAROLINA MUNICIPAL CASH TRUST
STATEMENT OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1994*
(UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                             <C>        <C>        <C>
INVESTMENT INCOME:
----------------------------------------------------------------------------------------------------
Interest income (Note 2B)                                                                             $   361,197
----------------------------------------------------------------------------------------------------
EXPENSES:
----------------------------------------------------------------------------------------------------
Investment advisory fee (Note 4)                                                           $  67,811
-----------------------------------------------------------------------------------------
Custodian and recordkeeper fees                                                               24,741
-----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses (Note 4)                              3,258
-----------------------------------------------------------------------------------------
Fund share registration costs                                                                  2,988
-----------------------------------------------------------------------------------------
Shareholder services fees (Note 4)                                                             5,543
-----------------------------------------------------------------------------------------
Legal fees                                                                                     2,000
-----------------------------------------------------------------------------------------
Printing and postage                                                                             800
-----------------------------------------------------------------------------------------
Insurance premiums                                                                             1,400
-----------------------------------------------------------------------------------------
Miscellaneous                                                                                    675
-----------------------------------------------------------------------------------------  ---------
     ]Total expenses                                                                         109,216
-----------------------------------------------------------------------------------------
Deduct--
------------------------------------------------------------------------------
  Waiver of investment advisory fee (Note 4)                                    $  67,811
------------------------------------------------------------------------------
  Reimbursement of other operating expenses (Note 4)                                7,500     75,311
------------------------------------------------------------------------------  ---------  ---------
     Net expenses                                                                                          33,905
----------------------------------------------------------------------------------------------------  -----------
          Net investment income                                                                       $   327,292
----------------------------------------------------------------------------------------------------  -----------
</TABLE>

* For the period from December 31, 1993 (date of initial public investment) to
  April 30, 1994.

(See Notes which are an integral part of the Financial Statements)


NORTH CAROLINA MUNICIPAL CASH TRUST
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                 APRIL 30, 1994*
                                                                                                   (UNAUDITED)
<S>                                                                                             <C>
----------------------------------------------------------------------------------------------  ------------------
INCREASE (DECREASE) IN NET ASSETS:
----------------------------------------------------------------------------------------------
OPERATIONS--
----------------------------------------------------------------------------------------------
Net investment income                                                                            $         327,292
----------------------------------------------------------------------------------------------  ------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2B)--
----------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income                                                      (327,292)
----------------------------------------------------------------------------------------------  ------------------
FUND SHARE (PRINCIPAL) TRANSACATIONS (NOTE 3)--
----------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           180,078,139
----------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                          297,006
----------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                (58,900,363)
----------------------------------------------------------------------------------------------  ------------------
     Change in net assets from Fund share transactions                                                 121,474,782
----------------------------------------------------------------------------------------------  ------------------
          Change in net assets                                                                         121,474,782
----------------------------------------------------------------------------------------------
NET ASSETS:
----------------------------------------------------------------------------------------------
Beginning of period                                                                                     --
----------------------------------------------------------------------------------------------  ------------------
End of period                                                                                    $     121,474,782
----------------------------------------------------------------------------------------------  ------------------
</TABLE>

* For the period from December 31, 1993 (date of initial public investment) to
  April 30, 1994.

(See Notes which are an integral part of the Financial Statements)


NORTH CAROLINA MUNICIPAL CASH TRUST
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1994
(UNAUDITED)
--------------------------------------------------------------------------------

(1) ORGANIZATION

Federated Municipal Trust (the "Trust") is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.
The Trust consists of twelve, non-diversified portfolios. The financial
statements included herein are only those of North Carolina Municipal Cash Trust
(the "Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles (GAAP).

A.   INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
     its portfolio securities is in accordance with Rule 2a-7 under the
     Investment Company Act of 1940.

     Since the Fund invests a substantial portion of its assets in issuers
     located in one state, it will be more susceptible to factors adversely
     affecting issuers of that state, than would be a comparable general
     tax-exempt mutual fund. In order to reduce the credit risk associated with
     such factors, at April 30, 1994, 78.4% of the securities in the portfolio
     of investments are backed by letters of credit or bond insurance of various
     financial institutions and financial guaranty assurance agencies. The
     aggregate percentages by financial institutions and agencies ranged from
     0.4% to 8.6% of total investments.

B.   INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
     are accrued daily. Bond premium and discount are amortized as required by
     the Internal Revenue Code ("Code"). Distributions to shareholders are
     recorded on the ex-dividend date.

C.   FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its taxable income.
     Accordingly, no provisions for federal tax are necessary.

D.   WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.


E.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

F.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. Many restricted securities may
     be resold in the secondary market in transactions exempt from registration.
     In some cases, the restricted securities may be resold without registration
     upon exercise of a demand feature. Such restricted securities may be
     determined to be liquid under criteria established by the Board of
     Trustees. The Fund will not incur any registration costs upon such resales.
     Restricted securities are valued at amortized cost in accordance with Rule
     2a-7 under the Investment Company Act of 1940. Additional information on
     each restricted security held at April 30, 1994 is as follows:

<TABLE>
<CAPTION>
                                                                              ACQUISITION           ACQUISITION
SECURITY                                                                         DATE                   COST
<S>                                                                   <C>                          <C>
Charlotte, NC, Revenue Refunding
  Certificates of Participation                                               3/17/94 and 4/28/94   $   3,000,000
Charlotte, NC, Weekly VRDNs
  Floating Rate Trust Certificates                                                         3/2/94       2,459,292
                                                                                                        1,800,000
Fayetteville, NC, Public Works Commission
  Revenue Refunding Bonds                                                       1/20/94, 1/31/94,
                                                                                      and 2/28/94
</TABLE>

G.   OTHER--Investment transactions are accounted for on the trade date.

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At April
30, 1994, capital paid-in aggregated $121,474,782. Transactions in Fund shares
were as follows:

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                 APRIL 30, 1994*
<S>                                                                                             <C>
Shares sold                                                                                            180,078,139
----------------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                             297,006
----------------------------------------------------------------------------------------------
Shares redeemed                                                                                        (58,900,363)
----------------------------------------------------------------------------------------------  ------------------
     Net change resulting from Fund share transactions                                                 121,474,782
----------------------------------------------------------------------------------------------  ------------------
</TABLE>

*For the period from December 31, 1993 (date of initial public investment) to
 April 30, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser
("Adviser"), receives for its services an annual investment advisory fee equal
to .50 of 1% of the Fund's average daily net assets. Adviser may voluntarily
choose to waive its fee and reimburse certain operating expenses of the Fund.
Adviser can modify or terminate this voluntary waiver and reimbursement at any
time at its sole discretion.

ADMINISTRATION FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. Prior to March 1, 1994, these services
were provided at approximate cost. Effective March 1, 1994, the fee is based on
the level of average aggregate daily net assets of all funds advised by
subsidiaries of Federated Investors for the period. The administrative fee
received during any fiscal year shall be at least $125,000 per portfolio and
$30,000 per each additional class of shares.

SHAREHOLDER SERVICES FEE--Under the terms of a shareholder services agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average net assets of the Fund for the period. This fee is to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT--Federated Services Company
("FServ") serves as transfer agent and dividend disbursing agent for the Fund.
The fee is based on the size, type and number of accounts and transactions made
by shareholders.

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by Adviser and are
estimated at $21,879 and $31,507, respectively. The Fund has agreed to reimburse
the Adviser for the organizational expenses and start-up administrative expenses
during the five year period following December 1, 1993 (date the Fund first
became effective).

INTERFUND TRANSACTIONS--During the period ended April 30, 1994, the Fund engaged
in purchase and sale transactions with other Funds advised by the Adviser
pursuant to Rule 17a-7 of the Investment Company Act of 1940 amounting to
$100,104,292 and $51,200,000, respectively. These purchases and sales were
conducted on an arms length basis and transacted for cash consideration only, at
independent current market prices and without brokerage commissions, fees or
other remuneration.

Certain of the Officers and Trustees of the Trust are Officers and Trustees of
the above companies.

                                                                    May 31, 1994


NORTH CAROLINA MUNICIPAL CASH TRUST
(A PORTFOLIO OF FEDERATED MUNICIPAL TRUST)
PROSPECTUS

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

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY.

This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.


The Fund has also filed a Statement of Additional Information dated December 1,
1993, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge by calling 1-800-235-4669. To obtain other information, or make
inquiries about the Fund, contact the Fund at the address listed in the back of
this prospectus.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


Prospectus dated December 1, 1993


TABLE OF CONTENTS
--------------------------------------------------------------------------------

SUMMARY OF FUND EXPENSES                                                       1
------------------------------------------------------

GENERAL INFORMATION                                                            2
------------------------------------------------------

INVESTMENT INFORMATION                                                         2
------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
     Acceptable Investments                                                    2
       Variable Rate Demand Notes                                              3
       Participation Interests                                                 3
       Municipal Leases                                                        3
     Ratings                                                                   4
     Credit Enhancement                                                        4
     Demand Features                                                           4

     Restricted and Illiquid Securities                                        4

     When-Issued and Delayed
       Delivery Transactions                                                   5
     Temporary Investments                                                     5
  North Carolina Municipal Securities                                          5
  Standby Commitments                                                          5
  North Carolina Investment Risks                                              6
  Non-Diversification                                                          6
  Investment Limitations                                                       7
  Regulatory Compliance                                                        7

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

  Management of Federated Municipal Trust                                      7
  Board of Trustees                                                            7
  Investment Adviser                                                           7
       Advisory Fees                                                           7
       Adviser's Background                                                    8
     Distribution of Fund Shares                                               8
     Administrative Arrangements                                               8
     Administration of the Fund                                                9
       Administrative Services                                                 9

       Custodian                                                               9
       Transfer Agent, and
          Dividend Disbursing Agent                                            9

       Legal Counsel                                                           9
       Independent Public Accountants                                          9
     Expenses of the Fund                                                      9

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

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

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

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

  Telephone Redemption                                                        11
  Written Requests                                                            12
     Signatures                                                               12
     Receiving Payment                                                        12
  Redemption Before Purchase
     Instruments Clear                                                        12
  Accounts with Low Balances                                                  13

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

  Voting Rights                                                               13
  Massachusetts Partnership Law                                               13

TAX INFORMATION                                                               13
------------------------------------------------------

  Federal Income Tax                                                          13
  North Carolina Taxes                                                        14
  Other State and Local Taxes                                                 15

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

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

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

<TABLE>
<CAPTION>
                                              SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                                         <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)..................................................................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)..................................................................       None
Deferred Sales Loads (as a percentage of original
  purchase price or redemption proceeds, as applicable)................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable).....................................       None
Exchange Fee...........................................................................................       None
<CAPTION>
                                               ANNUAL FUND OPERATING EXPENSES*
                                      (As a percentage of projected average net assets)
<S>                                                                                                      <C>        <C>

Management Fee (after waiver) (1)......................................................................       0.27%

12b-1 Fee..............................................................................................       None

Other Expenses.........................................................................................       0.32%
          Total Fund Operating Expenses (2)............................................................       0.59%

</TABLE>


(1)  The estimated management fee has been reduced to reflect the anticipated
     voluntary waiver of a portion of the management fee. The adviser can
     terminate this voluntary waiver at any time at its sole discretion. The
     maximum management fee is 0.50%.

(2)  The Total Fund Operating Expenses are estimated to be 0.82% absent the
     anticipated voluntary waiver of a portion of the management fee.

* Total Operating Expenses are estimated based on average expenses expected to
  be incurred during the period ending October 31, 1994. During the course of
  this period, expenses may be more or less than the average amount shown.


     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "INVESTING IN THE FUND" AND "FEDERATED MUNICIPAL TRUST
INFORMATION." Wire-transferred redemptions of less than $5,000 may be subject to
additional fees.

<TABLE>
<CAPTION>
EXAMPLE                                                                                         1 year     3 years
<S>                                                                                            <C>        <C>

You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time
period. As noted in the table above, the Fund charges no redemption fees.....................     $6         $19

</TABLE>


     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING OCTOBER 31,
1994.


GENERAL INFORMATION
--------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1989. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes.

Shares of the Fund are designed for investment of moneys held by financial
institutions in an agency or fiduciary capacity. A minimum initial investment of
$10,000 over a 90-day period is required. The Fund may not be a suitable
investment for non-North Carolina taxpayers or retirement plans since it invests
primarily in North Carolina municipal securities.

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

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide current income exempt from
federal regular income tax and the income tax imposed by the State of North
Carolina consistent with stability of principal. In addition, the Fund intends
to qualify as an investment substantially exempt from the North Carolina
Intangible Personal Property tax ("intangibles tax"). The investment objective
cannot be changed without approval of shareholders. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.

Interest income of the Fund that is exempt from the income taxes described above
retains its tax-free status when distributed to the Fund's shareholders.
However, income distributed by the Fund may not necessarily be exempt from state
or municipal taxes in states other than North Carolina.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in a portfolio of North
Carolina municipal securities (as defined below) with remaining maturities of 13
months or less at the time of purchase by the Fund. As a matter of investment
policy, which cannot be changed without approval of shareholders, the Fund
invests so that at least 80% of its annual interest income is exempt from
federal regular and North Carolina state income tax and intangibles tax or so
that at least 80% of its net assets is invested in obligations, the interest
income from which is exempt from federal regular and North Carolina state income
tax and intangibles tax. The average maturity of the securities in the Fund's
portfolio, computed on a dollar-weighted basis, will be 90 days or less. Unless
indicated otherwise, the investment policies may be changed by the Board of
Trustees ("Trustees") without the approval of shareholders. Shareholders will be
notified before any material changes in these policies become effective.

ACCEPTABLE INVESTMENTS.  The Fund invests primarily in debt obligations issued
by or on behalf of the State of North Carolina and its political subdivisions
and financing authorities, and obligations of other states, territories and
possessions of the United States, including the District of Columbia, and any
political subdivision or financing authority of any of these, the income from
which is, in the
opinion of qualified legal counsel, exempt from both federal regular income tax
and the income tax and intangibles tax imposed by the State of North Carolina.
Examples of North Carolina municipal securities include, but are not limited to:

       tax and revenue anticipation notes ("TRANs") issued to finance working
       capital needs in anticipation of receiving taxes or other revenues;

       bond anticipation notes ("BANs") that are intended to be refinanced
       through a later issuance of longer-term bonds;

       municipal commercial paper and other short-term notes;

       variable rate demand notes;

       municipal bonds (including bonds having serial maturities and
       pre-refunded bonds) and leases; and

       participation, trust and partnership interests in any of the foregoing
       obligations.

     VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term
     municipal securities that have variable or floating interest rates and
     provide the Fund with the right to tender the security for repurchase at
     its stated principal amount plus accrued interest. Such securities
     typically bear interest at a rate that is intended to cause the securities
     to trade at par. The interest rate may float or be adjusted at regular
     intervals (ranging from daily to annually), and is normally based on a
     municipal interest index or a stated percentage of a prime rate or another
     published rate. Most variable rate demand notes allow the Fund to demand
     the repurchase of the security on not more than seven days prior notice.
     Other notes only permit the Fund to tender the security at the time of each
     interest rate adjustment or at other fixed intervals. See "Demand
     Features." The Fund treats variable rate demand notes as maturing on the
     later of the date of the next interest adjustment or the date on which the
     Fund may next tender the security for repurchase.

     PARTICIPATION INTERESTS. The Fund may purchase interests in municipal
     securities from financial institutions such as commercial and investment
     banks, savings and loan associations, and insurance companies. These
     interests may take the form of participations, beneficial interests in a
     trust, partnership interests or any other form of indirect ownership that
     allows the Fund to treat the income from the investment as exempt from
     federal income tax. The Fund invests in these participation interests in
     order to obtain credit enhancement or demand features that would not be
     available through direct ownership of the underlying municipal securities.


     MUNICIPAL LEASES. Also included within the general category of municipal
     securities are certain lease obligations or installment purchase contract
     obligations and participations therein (hereinafter collectively called
     "lease obligations") of municipal authorities or entities. Although lease
     obligations do not constitute general obligations of the municipality for
     which the municipality's taxing power is pledged, a lease obligation is
     ordinarily backed by the municipality's covenant to budget for, appropriate
     and make the payments due under the lease obligation. Interest on lease
     obligations is tax-exempt to the same extent as if the municipality had
     issued debt obligations to finance the underlying project or puchase.
     However, certain lease obligations contain "non-appropriation" clauses
     which provide that the municipality has no obligation to make lease or
     installment purchase payments in future years unless money is appropriated
     for such purpose on a yearly basis. In addition to the "non-appropriation"
     risk, these securities represent a relatively new type of financing that
     has not yet developed the depth of marketability associated with more
     conventional bonds and some lease obligations may be illiquid. Although
     "non-appropriation"
     lease obligations are generally secured by the leased property, disposition
     of the property in the event of foreclosure might prove difficult. In
     addition, the tax treatment of such obligations in the event of
     "non-appropriation" is unclear. The Fund does not invest more than 10% of
     its total assets in lease obligations that contain "non-appropriation"
     clauses.

     If the Fund purchases unrated municipal leases, the Trustees will be
     responsible for determining, on an ongoing basis, the credit quality of
     such leases and the likelihood that such lease will not be cancelled.


RATINGS. The North Carolina municipal securities in which the Fund invests must
either be rated in one of the two highest short-term rating categories by one or
more nationally recognized statistical rating organizations ("NRSROs") or be of
comparable quality to securities having such ratings. A NRSRO's two highest
rating categories are determined without regard for sub-categories and
gradations. For example, securities rated SP-1+, SP-1 or SP-2 by Standard &
Poor's Corporation ("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc.
("Moody's"), or FIN-1+, FIN-1 and FIN-2 by Fitch Investors Service, Inc.
("Fitch") are all considered rated in one of the two highest short-term rating
categories. The Fund will follow applicable regulations in determining whether a
security rated by more than one NRSRO can be treated as being in one of the two
highest short-term rating categories. Currently, such securities must be rated
by two NRSROs in one of their two highest categories.
A description of the ratings categories is contained in the Appendix to the
Statement of Additional Information. See "Regulatory Compliance."

CREDIT ENHANCEMENT. Certain of the Fund's acceptable investments may have been
credit enhanced by a guaranty, letter of credit, or insurance. The Fund
typically evaluates the credit quality and ratings of credit enhanced securities
based upon the financial condition and ratings of the party providing the credit
enhancement (the "credit enhancer"), rather than the issuer. The bankruptcy,
receivership or default of the credit enhancer will adversely affect the quality
and marketability of the underlying security.

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

DEMAND FEATURES. The Fund may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period (usually
seven days) following a demand by the Fund. The demand feature may be issued by
the issuer of the underlying securities, a dealer in the securities or by
another third party, and may not be transferred separately from the underlying
security. The Fund uses these arrangements to provide the Fund with liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership or default by the issuer of the demand
feature, or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the liquidity of
the underlying security. Demand features that are exercisable even after a
payment default on the underlying security may be treated as a form of credit
enhancement.


RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
invest pursuant to its investment objective and policies but which are subject
to restrictions on resale under federal securities laws. Under criteria
established by the Trustees, certain restricted securities are considered
liquid. To the extent restricted securities are deemed to be illiquid, the Fund
will limit their purchase, together with other securities considered to be
illiquid, including some municipal leases, to 10% of its net assets.


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


TEMPORARY INVESTMENTS. From time to time on a temporary basis, when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Fund may invest in short-term non-North Carolina
municipal tax-exempt obligations or other taxable temporary investments. All
temporary investments will satisfy the same credit quality standards as the
Fund's acceptable investments. See "Ratings" above. Temporary investments
include: notes issued by or on behalf of municipal or corporate issuers;
marketable obligations issued or guaranteed by the U.S. government, its
agencies, or instrumentalities; other debt securities; commercial paper;
certificates of deposit of banks; and repurchase agreements (arrangements in
which the organization sells the Fund a temporary investment and agrees at the
time of sale to repurchase it at a mutually agreed upon time and price).


Although the Fund is permitted to make taxable temporary investments, there is
no current intention of generating income subject to federal regular income tax
or personal income tax imposed by the State of North Carolina.

NORTH CAROLINA MUNICIPAL SECURITIES

North Carolina municipal securities are generally issued to finance public
works, such as airports, bridges, highways, housing, hospitals, mass
transportation projects, schools, streets, and water and sewer works. They are
also issued to repay outstanding obligations, to raise funds for general
operating expenses, and to make loans to other public institutions and
facilities.

North Carolina municipal securities include industrial development bonds issued
by or on behalf of public authorities to provide financing aid to acquire sites
or construct and equip facilities for privately or publicly owned corporations.
The availability of this financing encourages these corporations to locate
within the sponsoring communities and thereby increases local employment.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

STANDBY COMMITMENTS

Some securities dealers are willing to sell municipal securities to the Fund
accompanied by their commitments to repurchase the securities prior to maturity,
at the Fund's option, for the amortized cost of the securities at the time of
repurchase. These arrangements are not used to protect against changes in the
market value of municipal securities. They permit the Fund, however, to remain
fully invested and still provide liquidity to satisfy redemptions. The cost of
municipal securities accompanied by these "standby" commitments could be greater
than the cost of municipal securities without such commitments. Standby
commitments are not marketable or otherwise assignable and have value only to
the Fund. The default or bankruptcy of a securities dealer giving such a
commitment would not affect the
quality of the municipal securities purchased. However, without a standby
commitment, these securities could be more difficult to sell. The Fund enters
into standby commitments only with those dealers whose credit the investment
adviser believes to be of high quality.

NORTH CAROLINA INVESTMENT RISKS

Yields on North Carolina municipal securities depend on a variety of factors,
including: the general conditions of the short-term municipal market and of the
municipal bond market; the size and maturity of the particular offering; and the
rating of the issue. Further, any adverse economic conditions or developments
affecting the State of North Carolina or its municipalities could impact the
Fund's portfolio. The ability of the Fund to achieve its investment objective
also depends on the continuing ability of the issuers of North Carolina
municipal securities and demand features for such securities, or the credit
enhancers of either, to meet their obligations for the payment of interest and
principal when due. However, North Carolina's substantial resources and
conservative approach to financial operations and debt management provide
superior protection to bondholders. Additionally, recovery from the recession
appears to be underway in the State, with revenues exceeding estimates and
employment increasing slightly.

Investing in North Carolina municipal securities which meet the Fund's quality
standards may not be possible if the State of North Carolina or its
municipalities do not maintain their high quality short-term credit ratings. In
addition, certain North Carolina constitutional amendments, legislative
measures, executive or judicial orders, administrative regulations, and voter
initiatives could result in adverse consequences affecting North Carolina
municipal securities. The Statement of Additional Information contains an
expanded discussion of the current economic risks associated with the purchase
of North Carolina municipal securities.

NON-DIVERSIFICATION

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer. An
investment in the Fund, therefore, will entail greater risk than would exist in
a diversified portfolio because the higher percentage of investments among fewer
issuers may result in greater fluctuation in the total market value of the
Fund's portfolio. Any economic, political, or regulatory developments affecting
the value of the securities in the Fund's portfolio will have a greater impact
on the total value of the portfolio than would be the case if the portfolio were
diversified among more issuers.

The Fund intends to comply with Subchapter M of the Internal Revenue Code. This
undertaking requires that at the end of each quarter of the taxable year, with
regard to at least 50% of the Fund's total assets, no more than 5% of its total
assets are invested in the securities of a single issuer; beyond that, no more
than 25% of its total assets are invested in the securities of a single issuer.

INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market instrument for a percentage
of its cash value with an agreement to buy it back on a set date) or pledge
securities except, under certain circumstances, the Fund may borrow up to
one-third of the value of its total assets and pledge up to 15% of the value of
total assets to secure such borrowings.

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

The Fund will not invest more than 5% of its total assets in industrial
development bonds or other municipal securities when the payment of 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.

REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940, as amended. In particular, the Fund
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments, as well as its ability to consider a security as having received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Fund may
change these operational policies to reflect changes in the laws and regulations
without the approval of its shareholders.

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

MANAGEMENT OF FEDERATED MUNICIPAL TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Board of
Trustees is responsible for managing the business affairs of the Trust and for
exercising all of the powers of the Trust except those reserved for the
shareholders. The Executive Committee of the Board of Trustees handles the
Board's responsibilities between meetings of the Board.

INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Federated Management, the Fund's
investment adviser, subject to direction by the Trustees. The adviser
continually conducts investment research and supervision for the Fund and is
responsible for the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund.

     ADVISORY FEES. The Fund's adviser receives an annual investment advisory
     fee equal to .50 of 1% of the Fund's average daily net assets. Under the
     advisory contract, which provides for the voluntary waiver of the advisory
     fee by the adviser, the adviser may voluntarily waive some or all of the
     advisory fee. This does not include reimbursement to the Fund of any
     expenses incurred by shareholders who use the transfer agent's
     subaccounting facilities. The adviser can terminate this voluntary waiver
     of expenses at any time at its sole discretion. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

     ADVISER'S BACKGROUND. Federated Management, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated
     Investors, Mr. Donahue's wife, and Mr. Donahue's son, J. Christopher
     Donahue, who is President and Trustee of Federated Investors.

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors is
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.

DISTRIBUTION OF FUND SHARES

Federated Securities Corp. is the principal distributor for shares of the Fund.
It is a Pennsylvania corporation organized on November 14, 1969 and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

ADMINISTRATIVE ARRANGEMENTS

The distributor may select brokers and dealers to provide distribution and
administrative services. The distributor may also select administrators
(including depository institutions such as commercial banks and savings and loan
associations) to provide administrative services. These administrative services
include, but are not limited to, distributing prospectuses and other
information, providing accounting assistance and communicating or facilitating
purchases and redemptions of Fund shares.

Brokers, dealers, and administrators will receive fees from the distributor
based upon shares owned by their clients or customers. The fees are calculated
as a percentage of the average aggregate net asset value of shares held by their
clients in the Fund. Any fees paid for these services by the distributor will be
reimbursed by the adviser.

The Glass-Steagall Act limits the ability of a depository institution (such as a
commercial bank or a savings and loan association) to become an underwriter or
distributor of securities. In the event the Glass-Steagall Act is deemed to
prohibit depository institutions from acting in the capacities described above
or should Congress relax current restrictions on depository institutions, the
Board of Trustees will consider appropriate changes in the services.

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state law.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES. Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.


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

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


LEGAL COUNSEL. Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin, Washington, D.C.

INDEPENDENT PUBLIC ACCOUNTANTS. The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND

The Fund pays all of its own expenses and its allocable share of Trust expenses.
The expenses of the Fund include, but are not limited to, the cost of:
organizing the Trust and continuing its existence; Trustees' fees; investment
advisory and administrative services; printing prospectuses and other Fund
documents for shareholders; registering the Trust, the Fund, and shares of the
Fund; taxes and commissions; issuing, purchasing, repurchasing, and redeeming
shares; fees for custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing, mailing, auditing and
certain accounting and legal expenses; reports to shareholders and governmental
agencies; meetings of Trustees and shareholders and proxy solicitations
therefor; insurance premiums; association membership dues; and such
non-recurring and extraordinary items as may arise. However, the Adviser may
voluntarily reimburse the Fund the amount, up to the amount of the advisory fee,
by which operating expenses exceed limitations imposed by certain states.

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

The Fund attempts to stabilize the net asset value of shares at $1.00 by valuing
the portfolio securities using the amortized cost method. The net asset value
per share is determined by subtracting total liabilities from total assets and
dividing the remainder by the total number of shares outstanding.

The Fund, of course, cannot guarantee that its net asset value will always
remain at $1.00 per share.

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

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange and the Federal
Reserve Wire System are open for business. Shares may be purchased either by
wire or by mail. The Fund reserves the right to reject any purchase request.

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

Texas residents must purchase shares through Federated Securities Corp. at
1-800-245-2423.

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


BY MAIL. To purchase shares of the Fund by mail, send a check made payable to
North Carolina Municipal Cash Trust to the Fund's transfer agent, Federated
Services Company, c/o State Street Bank and Trust Company, P.O. Box 8602,
Boston, Massachusetts 02266-8602. Orders by mail are considered received when
payment by check is converted by State Street Bank into federal funds. This is
normally the next business day after State Street Bank receives the check.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $10,000. However, an account may
be opened with a smaller amount as long as the $10,000 minimum is reached within
90 days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund.

Individual accounts established through a bank or broker may be subject to a
different minimum investment requirement.

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
shares of the Fund through a non-affiliated bank or broker may be charged an
additional service fee by that bank or broker.

The net asset value is determined at 12:00 noon (Eastern time), 1:00 p.m.
(Eastern time), and 4:00 p.m. (Eastern time), Monday through Friday, except on:
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no orders to
purchase shares are received; or (iii) the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.

SUBACCOUNTING SERVICES

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent charges a
fee based on the level of subaccounting services rendered. Financial
institutions holding Fund shares in a fiduciary, agency, custodial, or similar
capacity may charge or pass through subaccounting fees as part of or in addition
to normal trust or agency account fees. They may also charge fees for other
services provided which may be related to the ownership of Fund shares. This
prospectus should, therefore, be read together with any agreement between the
customer and the financial institution with regard to the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

CERTIFICATES AND CONFIRMATIONS


As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.


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

DIVIDENDS


Dividends are declared daily and paid monthly. Shares purchased by wire before
1:00 p.m. (Eastern time) begin earning dividends that day. Shares purchased by
check begin earning dividends on the day after the check is converted upon
instruction of the transfer agent into federal funds. Dividends are
automatically reinvested on payment dates in additional shares of the Fund
unless cash payments are requested on an application or by contacting the Fund.


CAPITAL GAINS

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

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

The Fund redeems shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests must be received in
proper form and can be made by telephone request or by written request.

TELEPHONE REDEMPTION

Shareholders may redeem their shares by telephoning the Fund. Redemption
requests received before 12:00 noon (Eastern time) are not entitled to that
day's dividend. A daily dividend will be paid on shares redeemed if the
redemption request is received after 12:00 noon (Eastern time). However, the
proceeds are not wired until the following business day. If, at any time, the
Fund shall determine it necessary to terminate or modify this method of
redemption, shareholders will be promptly notified.

An authorization form permitting the Fund to accept redemption requests by
telephone must first be completed. Authorization forms and information on this
service are available from Federated Securities Corp. Telephone redemption
instructions may be recorded. If reasonable procedures are not followed by the
Fund, it may be liable for losses due to unauthorized or fraudulent telephone
instructions.

In the event of drastic economic or market changes, shareholders may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as Written Requests, should be considered.

WRITTEN REQUESTS

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

     SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
     redemption of any amount to be sent to an address other than that on record
     with the Fund, or a redemption payable other than to the shareholder of
     record must have signatures on written redemption requests guaranteed by:

             a trust company or commercial bank whose deposits are insured by
             the Bank Insurance Fund ("BIF"), which is administered by the
             Federal Deposit Insurance Corporation ("FDIC");

             a member of the New York, American, Boston, Midwest, or Pacific
             Stock Exchange;

             a savings bank or savings and loan association whose deposits are
             insured by the Savings Association Insurance Fund ("SAIF"), which
             is administered by the FDIC; or

             any other "eligible guarantor institution," as defined in the
             Securities Exchange Act of 1934.

     The Fund does not accept signatures guaranteed by a notary public.

     The Fund and its transfer agent have adopted standards for accepting
     signature guarantees from the above institutions. The Fund may elect in the
     future to limit eligible signature guarantors to institutions that are
     members of a signature guarantee program. The Fund and its transfer agent
     reserve the right to amend these standards at any time without notice.


     RECEIVING PAYMENT. Normally, a check for the proceeds is mailed within one
     business day, but in no event more than seven days, after receipt of a
     proper written redemption request provided that the transfer agent has
     received payment for the shares from the shareholder.


REDEMPTION BEFORE PURCHASE INSTRUMENTS CLEAR


When shares are purchased by check, the proceeds from the redemption of those
shares are not available until the Fund or its agents are reasonably certain
that the purchase check has cleared, which could take up to ten calendar days.


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $10,000 due to
shareholder redemptions.

Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes of
each portfolio in the Trust have equal voting rights except that in matters
affecting only a particular fund or class, only shares of that fund or class are
entitled to vote.

As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the shareholders for this purpose shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of all series of the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders of the Fund, the Trust has filed legal documents with
Massachusetts that expressly disclaim the liability of shareholders for such
acts or obligations of the Trust. These documents require notice of this
disclaimer to be given in each agreement, obligation, or instrument that the
Trust or its Trustees enter into or sign.

In the unlikely event a shareholder of the Fund is held personally liable for
the Trust's obligations, the Trust is required to use its property to protect or
compensate the shareholder. On request, the Trust will defend any claim made and
pay any judgment against a shareholder for any act or obligation of the Trust.
Therefore, financial loss resulting from liability as a shareholder will occur
only if the Trust cannot meet its obligations to indemnify shareholders and pay
judgments against them from its assets.

TAX INFORMATION
--------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code, as amended, applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Trust's other portfolios will not be combined for tax purposes with those
realized by the Fund.

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on some municipal bonds may be included in
calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations.

The alternative minimum tax, up to 28% of alternative minimum taxable income for
individuals and 20% for corporations, applies when it exceeds the regular tax
for the taxable year. Alternative minimum taxable income is equal to the regular
taxable income of the taxpayer increased by certain "tax preference" items not
included in regular taxable income and reduced by only a portion of the
deductions allowed in the calculation of the regular tax.

The Tax Reform Act of 1986 treats interest on certain "private activity" bonds
issued after August 7, 1986, as a tax preference item for both individuals and
corporations. Unlike traditional governmental purpose municipal bonds, which
finance roads, schools, libraries, prisons and other public facilities, private
activity bonds provide benefits to private parties. The Fund may purchase all
types of municipal bonds, including private activity bonds. Thus, should it
purchase any such bonds, a portion of the Fund's dividends may be treated as a
tax preference item.

In addition, in the case of a corporate shareholder, dividends of the Fund which
represent interest on municipal bonds may be subject to the 20% corporate
alternative minimum tax because the dividends are included in a corporation's
"adjusted current earnings." The corporate alternative minimum tax treats 75% of
the excess of a taxpayer's pre-tax "adjusted current earnings" over the
taxpayer's preadjustment alternative minimum taxable income as a tax preference
item. "Adjusted current earnings" is based upon the concept of a corporation's
"earnings and profits." Since "earnings and profits" generally includes the full
amount of any Fund dividend, and alternative minimum taxable income does not
include the portion of the Fund's dividend attributable to municipal bonds which
are not private activity bonds, 75% of the difference will be included in the
calculation of the corporation's alternative minimum tax.

Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.

These tax consequences apply whether dividends are received in cash or as
additional shares. Information on the tax status of dividends and distributions
is provided annually.

NORTH CAROLINA TAXES

North Carolina residents and North Carolina corporations are not required to pay
North Carolina income tax on any dividends received from the Fund that represent
interest on obligations issued by North Carolina and political subdivisions
thereof or upon the obligations of the United States or its possessions.
Dividends representing interest upon the obligations of the United States or its
possessions are to be deducted from federal taxable income in calculating North
Carolina taxable income. Dividends received from the Fund by such shareholders
must be included in North Carolina taxable income to the extent it represents
interest on obligations of states other than North Carolina and their political
subdivisions. Such interest income is included by an adjustment to federal
taxable income in calculating the North Carolina taxable income. The Fund will
annually furnish to its shareholders a statement supporting the proper
allocation.

North Carolina residents and North Carolina corporations may exclude from the
share value of the Fund for the purposes of the North Carolina Intangibles
Personal Property tax that proportion of the total share value which is
attributable to the value of the direct obligations of the state of North
Carolina, of the United States, and of their political subdivisions held in the
Fund as of December 31 of the taxable year. The Fund will annually furnish to
its shareholders a statement supporting the proper allocation.

OTHER STATE AND LOCAL TAXES

Income from the Fund is not necessarily free from regular state income taxes in
states other than North Carolina or from personal property taxes. State laws
differ on this issue and shareholders are urged to consult their own tax
advisers regarding the status of their accounts under state and local tax laws.

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

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

The Fund's yield represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. The
tax-equivalent yield of the Fund is calculated similarly to the yield, but is
adjusted to reflect the taxable yield that the the Fund would have had to earn
to equal their actual yield, assuming a specific tax rate.

Advertisements and other sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value of
an investment in the Fund after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

From time to time, the Fund may advertise its performance using certain
reporting services and/or compare its performance to certain indices.

<TABLE>
<S>                  <C>                                                   <C>
ADDRESSES
--------------------------------------------------------------------------------

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

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

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

Custodian

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


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

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

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

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

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
---------------------------------------------------------------------------------------------------------------------
</TABLE>

NORTH CAROLINA MUNICIPAL
CASH TRUST
PROSPECTUS

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


December 1, 1993


[LOGO]  FEDERATED SECURITIES CORP.
        -----------------------------------
        Distributor
        A Subsidiary of FEDERATED INVESTORS

        FEDERATED INVESTORS TOWER
        PITTSBURGH, PA 15222-3779

3090803A (12/93)



NORTH CAROLINA MUNICIPAL CASH TRUST

(A Portfolio of Federated Municipal Trust)
--------------------------------------------------------------------------------

  SEMI-ANNUAL REPORT AND SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
  DATED DECEMBER 1, 1993

  A.  Please insert the following information as a second paragraph under the
      subsection entitled "Fund Ownership" on page 6:

      "As of May 10, 1994, the following shareholders of record owned 5% or more
      of the outstanding shares of the Fund: Timothy A. Braswell, Charlotte,
      North Carolina, owned approximately 12,049,706 shares (8.5%); Julius Blum
      Inc., Stanley, North Carolina owned approximately 7,048,228 shares (5.0%);
      Variety Wholesalers, Raleigh, North Carolina, owned approximately
      20,824,082 shares (14.8%); Oakwood Homes Corporation, Greensboro, North
      Carolina, owned approximately 15,003,515 shares (10.7%); and The CATO
      Corporation Charlotte, North Carolina, owned approximately 7,525,030
      shares (5.3%)."

  B.  Please insert the following as the second paragraph under the subsection
      entitled "Advisory Fees" on page 7:

      From the Fund's date of initial public investment, December 31, 1993, to
      April 30, 1994, the Fund's adviser earned $67,811, all of which was
      voluntarily waived."

  C.  Please delete the paragraph under the section entitled "Administrative
      Services" on page 7 and replace it with the following:

      Federated Administrative Services, a subsidiary of Federated Investors,
      provides administrative personnel and services to the Fund for a fee as
      described in the prospectus. Prior to March 1, 1994, Federated
      Administrative Services, Inc., also a subsidiary of Federated Investors,
      served as the Fund's administrator. John A. Staley, IV, an officer of the
      Trust and Dr. Henry J. Gailliot, an officer of Federated Management, the
      adviser to the Fund, each hold approximately 15% and 20%, respectively, of
      the outstanding common stock and serve as directors of Commercial Data
      Services, Inc., a company which provides computer processing services to
      Federated Administrative Services, Inc. and Federated Administrative
      Services. From the Fund's date of initial public investment, December 31,
      1993, to April 30, 1994, the Fund did not incur any costs for
      administrative services.

  D.  Please insert the following section entitled "Shareholder Services Plan"
      after the section entitled "Administrative Services" on page 7. In
      addition, please add the heading to the Table of Contents:

      SHAREHOLDER SERVICES PLAN

      This arrangement permits the payment of fees to Federated Shareholder
      Services and, indirectly, to Financial Institutions to cause services to
      be provided to shareholders by a representative who has knowledge of the
      shareholder's particular circumstances and goals. These activities and
      services may include, but are not limited to, providing office space,
      equipment, telephone facilities, and various clerical, supervisory,
      computer, and other personnel as necessary or beneficial to establish and
      maintain shareholder accounts and records; processing purchase and
      redemption transactions and automatic investments of client account cash
      balances; answering routine client inquiries; and assisting clients in
      changing dividend options, account designations, and addresses. From the
      Fund's date of initial public investment, December 31, 1993, to April 30,
      1994, payments in the amount of $5,543 were made pursuant to the
      Shareholder Services Plan.

  E.  Please insert the following information as the first paragraph under the
      section entitled "Yield" on page 10:

      "The Fund's yield for the seven-day period ended April 30, 1994 was 2.78%.

  F.  Please insert the following information as the first paragraph under the
      section entitled "Effective Yield" on page 10:

      "The Fund's effective yield for the seven-day period ended April 30, 1994
      was 2.82%.

  G.  Please insert the following information as the first paragraph under the
      section entitled "Tax-Equivalent Yield" on page 10:

      "The Fund's tax-equivalent yield for the seven-day period ended April 30,
      1994 was 4.28% assuming a 28% tax rate and 4.48% assuming a 31% tax rate."

                                                                    May 31, 1994

[LOGO] FEDERATED SECURITIES CORP.
       -------------------------------------------------------------------------
       Distributor
       004183-A (5/94)


                      NORTH CAROLINA 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 North Carolina Municipal Cash Trust (the "Fund") dated
     December 1, 1993. This Statement is not a prospectus itself. To
     receive a copy of any of the prospectus, write or call Federated
     Municipal Trust.


     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779


                        Statement dated December 1, 1993


[LOGO]       FEDERATED SECURITIES CORP.
             -----------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS

TABLE OF CONTENTS
--------------------------------------------------------------------------------

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

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

  Acceptable Investments                                                       1
  When-Issued and Delayed
     Delivery Transactions                                                     1
  Temporary Investments                                                        2
  Investment Limitations                                                       2
  North Carolina Investment Risks                                              3

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 North Carolina
consistent with stability of principal. In addition, the Fund intends to qualify
as an investment substantially exempt from the North Carolina Intangible
Personal Property tax. 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 North Carolina 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 the
income taxes imposed by the State of North Carolina.

When determining whether a North Carolina 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
       partnerships, 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 North Carolina 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 (the Fund considers cash
       items to be instruments issued by a U.S. branch of a domestic bank or
       savings and loan having capital, surplus, and undivided profits in excess
       of $100,000,000 at the time of investment), securities issued or
       guaranteed by the U.S. government, its agencies, or instrumentalities, or
       instruments secured by these money market instruments, such as repurchase
       agreements.

The above investment limitations cannot be changed without shareholder approval.
The following 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 partnerships or oil, gas or other mineral leases.

NORTH CAROLINA INVESTMENT RISKS

The State of North Carolina's credit strength is derived from a diversified
economy, relatively low unemploy-
ment rates, strong financial management, and a low debt burden. In recent years,
the State's economy has become
less dependent on agriculture (primarily tobacco) and manufacturing (textiles
and furniture) and has experienced
increased activity in financial services, research, high technology
manufacturing, and tourism. North Carolina did not escape the effects of the
economic slowdown; however, the State is now experiencing an increase in
economic
development. Long-term personal income trends indicate gains; however, wealth
levels still continue to lag the national average. State unemployment rates
consistently fall below the national level. For August, 1993, North Carolina
reported an unemployment rate of 4.6 percent versus the national average of 6.7
percent.

North Carolina is a very conservative debt issuer and has maintained debt levels
that are low due to constitutional debt limitations. Conservative policies also
dominate the State's financial operations. The State's administration
continually demonstrates its ability and willingness to adjust financial
planning and budgeting to preserve financial balance. The State's finances,
which enjoyed surpluses and adequate reserves throughout the 1980's, began
reflecting the economic downturn in fiscal 1990. To close the shortfalls that
emerged because of weakening revenues, the State increased its sales and
corporate tax rates and implemented expenditure reductions and restrictions.
Management's actions resulted in a budget surplus for fiscal 1992. For fiscal
1993, which ended June 30, another budgetary surplus is anticipated. The
financials of many North Carolina municipalities are also strong, and over 25
percent of all Aaa-rated tax-exempt bonds issued by local municipalities
throughout the country are issued by cities and towns located in the State.

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

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.;
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; 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
Intermediate Municipal Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Intermediate Government Trust; Federated Short-Intermediate
Municipal 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; 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; Signet Select Funds; Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; 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, 1992, 1991 and 1990, Federated Administrative Services, Inc. paid
approximately $189,741, $187,677 and $174,794, 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 1993
                                  STATE OF NORTH CAROLINA
<S>              <C>        <C>         <C>         <C>           <C>           <C>
--------------------------------------------------------------------------------------------
Tax Bracket:
Federal             15.00%      28.00%      31.00%        31.00%        36.00%        39.60%
Combined
Federal
and State           22.00%      35.00%      38.00%        38.75%        43.75%        47.35%
--------------------------------------------------------------------------------------------
Joint                  $1-    $36,901-    $89,151-     $100,001-     $140,001-          Over
Return:             36,900      89,150     100,000       140,000       250,000      $250,000
Single                 $1-    $22,101-    $53,501-      $60,001-     $115,001-          Over
Return:             22,100      53,500      60,000       115,000       250,000      $250,000
--------------------------------------------------------------------------------------------
<CAPTION>
TAX-EXEMPT YIELD                                TAXABLE YIELD EQUIVALENT
<S>              <C>        <C>         <C>         <C>           <C>           <C>
--------------------------------------------------------------------------------------------

2.00%                2.56%       3.03%       3.23%         3.27%         3.56%         3.80%
2.50                  3.21        3.85        4.03          4.08          4.44          4.75
3.00                  3.85        4.62        4.84          4.90          5.33          5.70
3.50                  4.49        5.38        5.65          5.71          6.22          6.65
4.00                  5.13        6.15        6.45          6.53          7.11          7.60
4.50                  5.77        6.92        7.26          7.35          8.00          8.55
5.00                  6.41        7.69        8.06          8.16          8.89          9.50
5.50                  7.05        8.46        8.87          8.98          9.78         10.45
6.00                  7.69        9.23        9.68          9.80         10.67         11.40
6.50                  8.33       10.00       10.48         10.61         11.56         12.35
7.00                  8.97       10.77       11.29         11.43         12.44         13.30
7.50                  9.62       11.54       12.10         12.24         13.33         14.25
8.00                 10.26       12.31       12.90         13.06         14.22         15.19
</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 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.

From time to time, the Fund may advertise its performance compared to similar
funds or portfolios using certain indices, reporting services, and financial
publications. They may include the following:

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

Investors may use such an index in addition to the prospectus of the Fund to
obtain a more complete view of the performance of the Fund before investing. Of
course, when comparing performance of the Fund to any index, factors such as
composition of the index and prevailing market conditions should be considered
in assessing the significance of such comparisons. When comparing funds using
reporting services, or total return and yield, investors should take into
consideration any relevant differences in funds such as permitted portfolio
composition and methods used to value portfolio securities and compute offering
price.

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 effect 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 arrears.

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 some time 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 as 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

FIN-1 Notes regarded as having the strongest degree of assurance for timely
      payment.

FIN-2 Notes reflecting a degree of assurance for timely payment only slightly
      less in degree than the highest category.

                      FITCH SHORT-TERM 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 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.

                                                               3090803B (12/93)




PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

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

+ All exhibits have been filed electronically.
1.        Response is incorporated by reference to Registrant's
   Initial Registration Statement on Form N-1A filed on
   September 29, 1989 (File Nos. 33-31259 and 811-5911).
7.        Response is incorporated by reference to Registrant's
   Post-Effective Amendment No. 6 on Form N-1A filed on November
   6, 1990 (File Nos. 33-31259 and 811-5911).
12.       Response is incorporated by reference to Registrant's
   Post-Effective Amendment No. 14 on Form N-1A filed on
   December 23, 1992 (File Nos. 33-31251 and 811-5911).
16.       Response is incorporated by reference to Registrant's
   Post-Effective Amendment No. 21 on Form N-1A filed on
   December 29, 1993 (File Nos. 33-31251 and 811-5911).
17.       Response is incorporated by reference to Registrant's
   Post-Effective Amendment No. 22 on Form N-1A filed on March
   2, 1994 (File Nos. 33-31251 and 811-5911).
                (5) Copy of Investment Advisory Contract of the
                    Registrant (7);
                    (i) Conformed copy of Exhibit G to Investment
                    Advisory Contract for Virginia Municipal Cash
                    Trust;+
                    (ii) Form of Exhibit H to Investment Advisory
                    Contract for Alabama Municipal Cash Trust;+
                    (iii) Form of Exhibit I to Investment
                    Advisory Contract for North Carolina
                    Municipal Cash Trust;+
                    (iv) Conformed copy of Exhibit J to
                    Investment Advisory Contract for Maryland
                    Municipal Cash Trust;+
                    (v) Form of Exhibit K to Investment Advisory
                    Contract for New York Municipal Cash Trust; +
                    (vi) Form of Exhibit L to Investment Advisory
                    Contract for California Municipal Cash Trust;
                    +
               (6)  Copy of Distributor's Contract of the
                    Registrant (5);
                    (i)Exhibit M to Distributor's Contract (13);
                    (ii) Form of Exhibit N to the Distributor's
                    Contract for Virginia Municipal Cash Trust;+
                    (iii) Form of Exhibit O to the Distributor's
                    Contract for Alabama Municipal Cash Trust;+
                    (iv) Form of Exhibit P to the Distributor's
                    Contract for North Carolina Municipal Cash
                    Trust;+
                    (v) Form of Exhibit Q to the Distributor's
                    Contract for Maryland Municipal Cash Trust;+
                    (vi) Form of Exhibit R to the Distributor's
                    Contract for New York Municipal Cash Trust,
                    Cash II Shares; +
                    (vii) Form of Exhibit S to the Distributor's
                    Contract for New York Municipal Cash Trust,
                    Institutional Service Shares; +
                    (viii) Form of Exhibit T to the Distributor's
                    Contract for California Municipal Cash Trust;
                    +
                (7) Not applicable;
                (8)   (i) Conformed copy of Custodian Agreement
                    of the         Registrant; (17)
                      (ii)Conformed copy of Transfer Agency
                    Agreement(17);
                (9)   (i)Conformed copy of Agency Agreement
                         of the Registrant (15);
                      (ii)Conformed copy of Sub-Transfer Agency
                         Agreement of the Registrant
                         (Massachusetts Municipal Cash Trust--
                         BayFunds Shares only)(15);
                     (iii) Conformed copy of Shareholder Services
                         Agreement of the Registrant
                         (Massachusetts Municipal Cash Trust--
                         BayFunds Shares only) (15);

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

                    (iv)            Form of Shareholder Services
                         Agreement of the Registrant;+
                    (v)  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) Conformed copy 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)    Conformed copy 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);
                         (1) Form of Exhibit H to 12b-1 Plan
                         for New York Municipal Cash Trust,
                         Cash II Shares; +
                         (2) Form of Exhibit I to 12b-1 Plan
                         for New York Municipal Cash Trust,
                         Institutional Service Shares; +
                     (ii)           Copy of Rule 12b-1 Agreement
                         of the Registrant (7); Additional
                         Exhibits to the Rule 12b-1 Plan and
                         Agreement have been executed to reflect
                         the coverage of subsequently created
                         portfolios and/or classes under these
                         documents.  Because these exhibits are
                         substantially identical but differ only
                         as to the Fund name, dates, and any
                         other Fund - specific information,
                         pursuant to Rule 8b-31 of the
                         Investment Company Act they need not be
                         filed.

+ All exhibits have been filed electronically.
 2.  Response is incorporated by reference to Registrant's Pre-
     Effective Amendment No. 1 on Form N-1A filed on October 31,
     1989 (File Nos. 33-31259 and 811-5911).
 5.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 3 on Form N-1A filed August 3, 1990
     (File Nos. 33-31259 and 811-5911).
 7.  Response is incorporated by reference to Registrant's Post-
     Effective Amendment No. 6 on Form N-1A filed on November 6,
     1990 (File Nos. 33-31259 and 811-5911).

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


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

          None


Item 26.  Number of Holders of Securities:

                                        Number of Record Holders
          Title of Class                as of May 6, 1994_______

          Shares of beneficial
          interest (no par value)

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

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


Item 27.  Indemnification: (3.)


Item 28.  Business and Other Connections of Investment Adviser:

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

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





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

Item 29.  Principal Underwriters:

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

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


     (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 and
Federated Investors Tower President, and Treasurer,        Treasurer
Pittsburgh, PA 15222-3779 Federated Securities
                          Corp.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


     (c)  Not applicable.

Item 30.  Location of Accounts and Records:



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

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

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

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

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


Item 31.  Management Services:  Not applicable.

Item 32.  Undertakings:

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




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



                         SIGNATURES

   Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
Federated Municipal Trust, certifies that it meets all of
the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 1 day of
June, 1994.

                  Federated Municipal Trust

               BY: /s/G. Andrew Bonnewell
               G. Andrew Bonnewell, Assistant Secretary
               Attorney in Fact for John F. Donahue
               June 1, 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      June 1, 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





              HOUSTON, HOUSTON & DONNELLY
                    ATTORNEYS AT LAW
                 2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTONPITTSBURGH, PA.  15222
FRED CHALMERS HOUSTON, JR.__________
THOMAS J. DONNELLY
JOHN F. MECK         (412) 471-5828      FRED CHALMERS
HOUSTON
                    FAX (412) 471-0736     (1914 - 1971)


MARIO SANTILLI, JR.
THEODORE M. HAMMER

                        May 31, 1994
                              
                              
                              
Federated Municipal Trust
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

      As  counsel to Federated Municipal Trust ("Trust")  we
have reviewed Post-effective Amendment No. 26 to the Trust's
Registration  Statement to be filed with the Securities  and
Exchange  Commission under the Securities Act of 1933  (File
No. 33-31259).  The subject Post-effective Amendment will be
filed  pursuant  to  Paragraph (b) of Rule  485  and  become
effective pursuant to said Rule on May 31, 1994.

      Our  review  also  included an  examination  of  other
relevant  portions  of  the amended  1933  Act  Registration
Statement of the Trust and such other documents and  records
deemed  appropriate.  On the basis of this review we are  of
the  opinion that Post-effective Amendment No. 26  does  not
contain  disclosures  which would render  it  ineligible  to
become effective pursuant to Paragraph (b) of Rule 485.

      We hereby consent to the filing of this representation
letter as a part of the Trust's Registration Statement filed
with  the  Securities  and  Exchange  Commission  under  the
Securities  Act  of 1933 and as part of any  application  or
registration  statement filed under the Securities  Laws  of
the States of the United States.

                                   Very truly yours,

                                    Houston, Houston  & Donnelly



                                     By:  /s/  Thomas  J. Donnelly

TJD:heh






                                 Exhibit 5(i) under Form N-1A
                                 Exhibit 1 under Item 601/Reg S-K
                              
                              
                              
                          EXHIBIT G

                VIRGINIA MUNICIPAL CASH TRUST

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

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

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

    The right of the Adviser as set forth in Paragraph 6 of this
Contract to assume expenses of one or more of the Funds shall
also apply as to any classes of the above-named Fund.

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


Attest:                            FEDERATED MANAGEMENT



/s/John W. McGonigle               By:/s/John A. Staley, IV
   Secretary                         President


Attest:                            FEDERATED MUNICIPAL TRUST



/s/John W. McGonigle               By:/s/J. Christopher Donahue
   Secretary                         Vice President

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

                Alabama Municipal Cash Trust

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

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

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

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



Attest:                                     FEDERATED  MANAGEMENT




_________________________________
                                By:__________________________
 Secretary                                   Executive Vice President



Attest:                              FEDERATED MUNICIPAL TRUST



_________________________________
                                By:__________________________
Assistant Secretary                Vice President
                              Exhibit 5(iii) under Form N-1A
                           Exhibit 1 under Item 601/Reg. S-K
                              
                              
                              
                          EXHIBIT I
                           to the
                Investment Advisory Contract

             North Carolina Municipal Cash Trust

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

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

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

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



Attest:                                FEDERATED  MANAGEMENT




_________________________________
                                By:__________________________
                  Secretary                                   Executive Vice
                                President



Attest:                               FEDERATED  MUNICIPAL TRUST



_________________________________
                                By:__________________________
Assistant Secretary                    Vice President
                               Exhibit 5(iv) under Form N-1A
                           Exhibit 1 under Item 601/Reg. S-K
                              
                              
                              
                          EXHIBIT J
                           to the
                Investment Advisory Contract

                Maryland Municipal Cash Trust

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

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

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

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



Attest:                               FEDERATED  MANAGEMENT




/s/JohnW. McGonigle____________________   By:/s/Richard B. Fisher_________
   Secretary                                   Executive Vice  President



Attest:                                   FEDERATED
                                MUNICIPAL TRUST



/s/G. Andrew Bonnewell__________________       By:/s/J.
                                Christopher Donahue________
        Assistant Secretary                                   Vice President

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


                          EXHIBIT K
                           to the
                Investment Advisory Contract

               New York  Municipal Cash Trust

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

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

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

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


Attest:                            FEDERATED MANAGEMENT



                                   By:
 Secretary                    Executive Vice President


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
Assistant Secretary                        Vice President
                                   Exhibit 5(vi) under Form N-1A
                                   Exhibit 10 under Item 601/Reg.S-K


                          EXHIBIT L
                           to the
                Investment Advisory Contract

               California Municipal Cash Trust

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

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

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

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


Attest:                            FEDERATED MANAGEMENT



                                   By:
 Secretary                    Executive Vice President


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
 Assistant Secretary                   Vice President

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

                  FEDERATED MUNICIPAL TRUST

                Virginia Municipal Cash Trust


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


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



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


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

                  FEDERATED MUNICIPAL TRUST

                Alabama Municipal Cash Trust


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


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



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


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

                  FEDERATED MUNICIPAL TRUST

             North Carolina Municipal Cash Trust


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


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



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


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

                  FEDERATED MUNICIPAL TRUST

                Maryland Municipal Cash Trust


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


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



ATTEST:                       FEDERATED MUNICIPAL TRUST



                                   By:
                              Secretary
President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


                                   By:
                              Secretary
President
(SEAL)
                                   Exhibit 6(vi) under Form
N-1A
                                   Exhibit 1 under Item
601/Reg. S-K


                          Exhibit R


                  FEDERATED MUNICIPAL TRUST

                New York Municipal Cash Trust
                       Cash II Shares


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

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

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

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

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

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

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


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

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


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
                                      Secretary
President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



                                   By:
                  Secretary
President

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


                          Exhibit S


                  FEDERATED MUNICIPAL TRUST

                New York Municipal Cash Trust
                Institutional Service Shares


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

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

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

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

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

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

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


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

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


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
                  Secretary
President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



                                   By:
                  Secretary
President

(SEAL)

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

                  FEDERATED MUNICIPAL TRUST

               California Municipal Cash Trust


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


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


Attest:                            FEDERATED MUNICIPAL TRUST



                                   By:
                  Secretary
President

(SEAL)

Attest:                            FEDERATED SECURITIES CORP.



                                   By:
                  Secretary
President

(SEAL)





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                              ______________________________
                                                  [Provider]


_________________________________
                                                  Address


_________________________________
                              City           State  Zip Code

Dated:_______________________
By:______________________________
                                          Authorized Signature


__________________________________
                                                  Title


__________________________________
                              Print Name of Authorized Signature








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




By:_________________________________
                                                        Vice
President
                             Exhibit 9(viii) under Form N-1A
                          Exhibit 10 under Item 601/Reg. S-K
                              
                              
                  FEDERATED MUNICIPAL TRUST
                              
                  SHAREHOLDER SERVICES PLAN

          This Shareholder Services Plan ("Plan") is adopted
as of this 1st day of September, 1993, by the Board of
Trustees of FEDERATED MUNICIPAL TRUST (the "Fund"), a
Massachusetts business trust with respect to certain classes
of shares ("Classes") of the portfolios of the Trust ("the
Portfolios") set forth in exhibits hereto.

          1.   This Plan is adopted to allow the Fund to
make payments as contemplated herein to obtain certain
personal services for shareholders and/or the maintenance of
shareholder accounts ("Services").

          2.   This Plan is designed to compensate
broker/dealers and other participating financial
institutions and other persons ("Providers") for providing
services to the Fund and its shareholders.  The Plan will be
administered by Federated Administrative Services, Inc.
("FAS").  In compensation for the services provided pursuant
to this Plan, Providers will be paid a monthly fee computed
at the annual rate not to exceed .25 of 1% of the average
aggregate net asset value of the shares of the Fund held
during the month.

          3.   Any payments made by the Portfolios to any
Provider pursuant to this Plan will be made pursuant to the
"Shareholder Services Agreement" entered into by FAS on
behalf of the Fund and the Provider.  Providers which have
previously entered into "Administrative Agreements" or "Rule
12b-1 Agreements" with Federated Securities Corp. may be
compensated under this Plan for Services performed pursuant
to those Agreements until the Providers have executed a
"Shareholder Services Agreement" hereunder.

          4.   The Fund has the right (i) to select, in its
sole discretion, the Providers to participate in the Plan
and (ii) to terminate without cause and in its sole
discretion any Shareholder Services Agreement.

          5.   Quarterly in each year that this Plan remains
in effect, FAS shall prepare and furnish to the Board of
Trustees of the Fund, and the Board of Trustees shall
review, a written report of the amounts expended under the
Plan.

          6.   This Plan shall become effective (i) after
approval by majority votes of:  (a) the Fund's Board of
Trustees; and (b) the members of the Board of the Trust who
are not interested persons of the Trust and have no direct
or indirect financial interest in the operation of the
Trust's  Plan or in any related documents to the Plan
("Disinterested Trustees), cast in person at a meeting
called for the purpose of voting on the Plan; and (ii) upon
execution of an exhibit adopting this Plan.

          7.   This Plan shall remain in effect with respect
to each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the
initial year of this Plan for the period of one year from
the date set forth above and may be continued thereafter if
this Plan is approved with respect to each Class at least
annually by a majority of the Trust's Board of Trustees and
a majority of the Disinterested Trustees, cast in person at
a meeting called for the purpose of voting on such Plan.  If
this Plan is adopted with respect to a class after the first
annual approval by the Trustees as described above, this
Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of
paragraph 6(ii) above and will continue in effect until the
next annual approval of this Plan by the Trustees  and
thereafter for successive periods of one year subject to
approval as described above.

          8.   All material amendments to this Plan must be
approved by a vote of the Board of Trustees of the Fund and
of the Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on it.

          9.   This Plan may be terminated at any time by:
(a) a majority vote of the Disinterested Trustees; or (b) a
vote of a majority of the outstanding voting securities of
the Fund as defined in Section 2(a)(42) of the Act.

          10.       While this Plan shall be in effect, the
selection and nomination of Disinterested Trustees of the
Fund shall be committed to the discretion of the
Disinterested Trustees then in office.

          11.       All agreements with any person relating
to the implementation of this Plan shall be in writing and
any agreement related to this Plan shall be subject to
termination, without penalty, pursuant to the provisions of
Paragraph 9 herein.

          12.       This Plan shall be construed in
accordance with and governed by the laws of the Commonwealth
of Pennsylvania.

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

                                   FEDERATED MUNICIPAL TRUST


                                   By:/s/Glen R. Johnson
                                                  President

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

                  FEDERATED MUNICIPAL TRUST

                Virginia Municipal Cash Trust
                Institutional Service Shares

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

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

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


                              FEDERATED MUNICIPAL TRUST



                              By:
                                             President

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

                  FEDERATED MUNICIPAL TRUST

                Maryland Municipal Cash Trust

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

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

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


                              FEDERATED MUNICIPAL TRUST



                              By: /s/Glen R. Johnson
                                             President



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


                          EXHIBIT H

                  FEDERATED MUNICIPAL TRUST

                New York Municipal Cash Trust
                       Cash II Shares


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

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

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


                                   FEDERATED MUNICIPAL TRUST



                                   By:

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


                          EXHIBIT I

                  FEDERATED MUNICIPAL TRUST

                New York Municipal Cash Trust
                Institutional Service Shares


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

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

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


                                   FEDERATED MUNICIPAL TRUST



                                   By:





<TABLE>                                                                                                                   
<S>                                                                                                           <C>         
                          Schedule for computation of Yield Calculation                                                   
                                                                                                                          
Alabama Municipal Cash Trust                                                                                              
                                                                                                                30-Apr-94 
This example illustrates the yield quotation for the seven-day period ended:                                              
                                                                                                                          
Value of a hypothetical pre-existing account with exactly                                                   $1.000000000  
    one share at the beginning of the base period                                                                         
                                                                                                                          
Value of same account (excluding capital changes) at end                                                    $1.000469618  
    of the seven-day base period*                                                                                         
                                                                                                            $0.000469618  
Net change in account value                                                                                               
                                                                                                                          
Base Period Return:                                                                                                       
     Net change in account value divided by the beginning account value                                     $0.000469618  
     ($ .000469618 / $1.000000000)                                                                                        
                                                                                                                    2.45% 
Annualized Current Net Yield  ( .000469618 x 365/7)                                                                       
                                                                                                                    2.48% 
Effective Yield **  (.000469618 + 1 ) ^ (365/7) - 1                                                                       
                                                                                                                          
*   This value includes the value of additional shares purchased with                                                     
     dividends from the original share, and dividends declared on both the                                                
     original share and any such additional shares.                                                                       
**  This value may change to include shares purchased with dividends                                                      
      reinvested on a less frequent basis.                                                                                
                                                                                                                          
Tax Equivalent Yield  (Assumes individual does not itemize on Federal Return)                                             
                                                                                                                          
     100% minus the Federal and Alabama taxable %'s  (100% - 28% - 5% = 67%)                                              
                                                                                                                          
     7 Day Net Yield / by the tax equivalent % (2.45%  /  67.0%) =  3.66%                                                 

</TABLE>                                                                       


<TABLE>                                                                                                                   
<S>                                                                                                           <C>         
                          Schedule for computation of Yield Calculation                                                   
                                                                                                                          
North Carolina Municipal Cash Trust                                                                                       
                                                                                                                30-Apr-94 
This example illustrates the yield quotation for 
the seven-day period ended:                                              
                                                                                                                          
Value of a hypothetical pre-existing account with exactly                                                   $1.000000000  
    one share at the beginning of the base period                                                                         
                                                                                                                          
Value of same account (excluding capital changes) at end                                                    $1.000533732  
    of the seven-day base period*                                                                                         
                                                                                                            $0.000533732  
Net change in account value                                                                                               
                                                                                                                          
Base Period Return:                                                                                                       
     Net change in account value divided by the beginning account value                                     $0.000533732  
     ($ .000533732/ $1.000000000)                                                                                         
                                                                                                                    2.78% 
Annualized Current Net Yield  ( .000533732x 365/7)                                                     
                                                                                                                    2.82% 
Effective Yield **  (.000533732 + 1 ) ^ (365/7) - 1                                                                       
                                                                                                                          
*   This value includes the value of additional shares purchased with                                                     
     dividends from the original share, and dividends declared on both the                                                
     original share and any such additional shares.                                                                       
**  This value may change to include shares purchased with dividends                                                      
      reinvested on a less frequent basis.                                                                                
                                                                                                                                    
Tax Equivalent Yield (Assumes individual does not itemize on Federal Return)                                              
                                                                                                                          
  100% minus the Federal and North Carolina taxable %'s (100% - 28% - 7% = 65%)                                           
                                                                                                                          
  7 Day Net Yield / by the tax equivalent % (2.78% / 65.0%) = 4.28%                                                       

</TABLE>                                                                       



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