FEDERATED MUNICIPAL TRUST
485APOS, 1995-04-13
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Table of Contents

1
                                          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.   34                               X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

    Amendment No.   34                                              X

FEDERATED MUNICIPAL TRUST

(Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
    on _________________ pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i).
 X  75 days after filing pursuant to paragraph (a)(ii)
    on _________________ pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

    This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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, 1994; 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:

Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C.  20037


CROSS-REFERENCE SHEET

      This Amendment to the Registration Statement of FEDERATED
MUNICIPAL
TRUST, which consists of fourteen 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)
Minnesota Municipal Cash Trust, (a) Cash Series Shares and (b)
Institutional
Shares; (4) New Jersey Municipal Cash Trust, (a) Institutional Shares
and
(b) Institutional Service Shares; (5) Ohio Municipal Cash Trust, (a)
Cash II
Shares and (b) Institutional Shares; (6) Virginia Municipal Cash Trust,
(a)
Institutional Shares and (b) Institutional Service Shares; (7) Alabama
Municipal Cash Trust; (8) North Carolina Municipal Cash Trust; (9)
Maryland
Municipal Cash Trust; (10) California Municipal Cash Trust; (11) New
York
Municipal Cash Trust, (a) Cash II Shares and (b) Institutional Service
Shares; (12) Florida Municipal Cash Trust; (13) Massachusetts Municipal
Cash
Trust, (a) Institutional Service Shares and (b) BayFunds Shares; and
(14)
Michigan Municipal Cash Trust, relates to Michigan 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                    (1-14) Cover Page.

Item 2.     Synopsis                      (1-14) Summary of Fund
Expenses.

Item 3.     Condensed Financial
            Information                   (8,9,10) Financial Highlights;
(1-
                                          10) Performance Information;
(3b)
                                          Tax-Equivalent Yield.

Item 4.     General Description of
            Registrant                    (1-14) General Information; (1-
13a,
                                          14) Investment Information; (1-
13a,
                                          14) Investment Objective; (1-
13a, 14)
                                          Investment Policies; (13b)
Investment
                                          Objective and Policies;
                                          (1) Connecticut Municipal
Securities;
                                          (2) Pennsylvania Municipal
Securities;
                                          (3) Minnesota Municipal
Securities;
                                          (4) New Jersey Municipal
Securities;
                                          (5) Ohio Municipal Securities;
                                          (6) Virginia Municipal
Securities;
                                          (7) Alabama Municipal
Securities;
                                          (8) North Carolina Municipal
                                          Securities; (9) Maryland
Municipal
                                          Securities; (10) California
Municipal
                                          Securities; (11) New York
Municipal
                                          Securities; (12) Florida
Municipal
                                          Securities; (13) Massachusetts
                                          Municipal Securities; (14)
Michigan
                                          Municipal Securities; (1)
Connecticut
                                          Investment Risks; (2)
Pennsylvania
                                          Investment Risks; (3)
Minnesota
                                          Investment Risks; (4) New
Jersey
                                          Investment Risks; (5) Ohio
Investment
                                          Risks; (6) Virginia Investment
Risks;
                                          (7) Alabama Investment Risks;
                                          (8) North Carolina Investment
Risks;
                                          (9) Maryland Investment Risks;
                                          (10) California Investment
Risks; (12)
                                          New York Investment Risks;
                                          (13) Massachusetts Investment
Risks;
                                          (14) Michigan Investment
Risks;
                                          (1-14) Non-Diversification; (1-
13a,
                                          14) Investment Limitations;
                                          (1-14) Regulatory Compliance.

Item 5.     Management of the Fund        (1-13a, 14) Federated
Municipal
                                          Trust Information; (1-13a, 14)
                                          Management of Federated
Municipal
                                          Trust; (13b) Management,
                                          Distribution and
Administration; (1-
                                          7, 12, 14) Distribution of
Cash
                                          Series, Institutional,
                                          Institutional Service, or Cash
II
                                          Shares; (10,11,13a)
Distribution of
                                          Fund Shares; (1-13a, 14)
                                          Administration of the Fund;
                                          (7,11,12, 14) Expenses of the
Fund
                                          and Institutional,
Institutional
                                          Service, or Cash II Shares; (8-
14)
                                          Expenses of the Fund.

Item 6.     Capital Stock and Other
            Securities                    (1-13a, 14) Dividends; (1-13a,
14)
                                          Capital Gains; (13b, 14)
Dividends
                                          and Distributions; (1-13a, 14)
                                          Shareholder Information; (1-
14)
                                          Voting Rights; (1-13a, 14)
                                          Massachusetts Partnership Law;
(1-
                                          14) Tax Information; (1-12,
14)
                                          Federal Income Tax; (1)
Connecticut
                                          Tax Considerations; (2)
                                          Pennsylvania Tax
Considerations;
                                          (3) Minnesota Tax
Considerations;
                                          (4) New Jersey Tax
Considerations;
                                          (5) Ohio Tax Considerations;
(6)
                                          Virginia Tax Considerations;
(7)
                                          Alabama Taxes; (8) North
Carolina
                                          Taxes; (9) Maryland Tax
                                          Considerations; (10)
California
                                          State Income Taxes; (11) New
York
                                          State Tax Considerations; (12)
                                          Florida Tax Considerations;
(13)
                                          Massachusetts Tax
Considerations;
                                          (14) Michigan Tax
Considerations;
                                          (1-14) Other State and Local
Taxes;
                                          (2,3,4,5,6,7,12) Other Classes
of
                                          Shares.

Item 7.     Purchase of Securities Being
            Offered                       (1-14) Net Asset Value;
(3a,4a,5a)
                                          Distribution Plan; (12)
                                          Distribution and Shareholder
                                          Servicing Arrangements; (13a)
                                          Distribution and Shareholder
                                          Services Plan; (13b)
Distribution;
                                          (13b) Shareholder Servicing
                                          Arrangements; (7-12, 14) Other
                                          Payments to Financial
Institutions;
                                          (6b,9)  Shareholder Services
Plan;
                                          (13b, 14) How to Buy Shares;
(1-
                                          7,9,11) (14) How to Purchase
                                          Shares; Investing in Cash
Series,
                                          Institutional, Institutional
                                          Services or Cash II Shares;
                                          (7,8,9,10,12) Investing in
Fund
                                          Shares; (1-5,10,11,12) Share
                                          Purchases; (1-14) Minimum
                                          Investment Required; (1-11)
What
                                          Shares Cost; (2a,3a,5a)
Systematic
                                          Investment Program; (2a,3a,5a)
                                          Automatic Investments; (1-13)
                                          Subaccounting Services; (1-14)
                                          Certificates and
Confirmations.

Item 8.     Redemption or Repurchase      (1-6,11) Redeeming Cash
Series,
                                          Institutional, Institutional
                                          Service or Cash II Shares;
(13b)
                                          How to Redeem Shares; (7,8,
14)
                                          Redeeming Fund Shares;
(10,13a)
                                          Redeeming Shares;
(2a,3a,5a,13, 14)
                                          Through a Financial
Institution;
                                          (2a,3a,5a,9) Directly from the
                                          Fund; (1,2,3b,4,5b,6,10,11)
                                          Telephone Redemption; (14)
                                          Redeeming Shares by Telephone;
(1-
                                          8,10,11) Written Requests;
(11,12)
                                          By Mail; (14) Redeeming Shares
by
                                          Mail; (9, 12) By Writing a
Check;
                                          (14) Checkwriting; (1-6)
Redemption
                                          Before Purchase Instruments
Clear;
                                          (1-12, 14) Accounts With Low
                                          Balances.

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

Item 10.    Cover Page                    (1-14) Cover Page.

Item 11.    Table of Contents             (1-14) Table of Contents.

Item 12.    General Information and
            History                       (1-14) General Information
About
                                          the Fund.

Item 13.    Investment Objectives and
            Policies                      (1-14) Investment Objective
and
                                          Policies; (1-13) Investment
                                          Limitations.

Item 14.    Management of the Fund        (1-14) Federated Municipal
Trust
                                          Management.

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

Item 16.    Investment Advisory and Other
            Services                      (1-14) Investment Advisory
                                          Services; (1-14)
Administrative
                                          Services; (3a,4a,5a,11)
                                          Distribution Plan; (3b,7b,10,
14)
                                          Shareholder Services Plan;
(12)
                                          Distribution and Shareholder
                                          Services Plan.

Item 17.    Brokerage Allocation          (1-14) Brokerage Transactions.

Item 18.    Capital Stock and Other
            Securities                    Not applicable.

Item 19.    Purchase, Redemption and Pricing
            of Securities Being Offered   (1-14) Purchasing Shares;
                                          (1-14) Determining Net Asset
Value;
                                          (1-14) Redeeming Shares.

Item 20.    Tax Status                    (1-14) Tax Status.

Item 21.    Underwriters                  Not applicable.

Item 22.    Calculation of Performance
            Data                          (1-14) Yield; (1-14) Effective
                                          Yield; (1,2,3a,4-14) Tax-
Equivalent
                                          Yield; (1-14) Performance
                                          Comparisons.

Item 23.    Financial Statements          (1-13) Filed in Part A.


    Michigan Municipal Cash Trust
    (A Portfolio of Federated Municipal Trust)


Prospectus

The shares of Michigan Municipal Cash Trust (the "Fund") offered by this
prospectus represent interests in a non-diversified portfolio of
Federated
Municipal Trust (the "Trust"), an open-end management investment company
(a
mutual fund). The Fund invests in short-term Michigan municipal
securities to
achieve current income exempt from federal regular income tax and the
personal
income tax imposed by the State of Michigan consistent with stability of
principal and liquidity. In addition, the Fund intends to qualify as an
investment substantially exempt from the Michigan intangibles tax.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK AND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.  INVESTMENT
IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THE
FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE;
THERE CAN
BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.
This prospectus contains the information you should read and know before
you
invest in the Fund.  Keep this prospectus for future reference.
The Fund has also filed a Statement of Additional Information dated June
15,
1995, 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 June 15, 1995
    SUMMARY OF FUND EXPENSES   1
    GENERAL INFORMATION        2
    INVESTMENT INFORMATION     2
      Investment Objective      2
      Investment Policies       2
      Michigan Municipal Securities
       5
      Investment Risks          5
      Non-Diversification       5
      Investment Limitations    6
      Regulatory Compliance     6
    TRUST INFORMATION          6
      Management of the Fund    6
      Distribution of Shares    7
      Administration of the Fund
       7
      Expenses of the Fund      8
    NET ASSET VALUE            8
    HOW TO PURCHASE SHARES     8
      Share Purchases           8
    HOW TO REDEEM SHARES       9
    ACCOUNT INFORMATION        11
      Dividends                 11
      Capital Gains             11
      Certificates and Confirmations
       11
      Accounts with Low Balances
       11
    SHAREHOLDER INFORMATION    11
      Voting Rights             11
      Massachusetts Partnership Law
       12
    TAX INFORMATION            12
      Federal Income Tax        12
      State and Local Taxes     12
    PERFORMANCE INFORMATION    13
    ADDRESSES                  14

     SUMMARY OF FUND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
     Maximum Sales Load Imposed on Purchases (as a percentage of
offering
     price)
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
offering
price)
Contingent Deferred Sales Charge (as a percentage of original purchase
       price or redemption proceeds, as applicable)
Redemption Fee (as a percentage of amount redeemed, if applicable)
Exchange Fee
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS) *
Management Fee
12b-1 Fee.
Total Other Expenses
                   Shareholder Services Fee
Total Fund Operating Expenses

     *Total Fund operating expenses are estimated based on average
expenses
     expected to be incurred during the period ending October 31, 1995.
During
     the course of this period, expenses may be more or less than the
average
     amount shown.

         The purpose of tlhis 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 "Federated Municipal Trust Information." and "Investing in
the
Fund." Wire-transferred redemptions of less than $5,000 may be subject
to
additional fees.
     EXAMPLE                                     1 year 3 years
     You would pay the following expenses on a $1,000
     investment assuming (1) 5% annual return and
     (2) redemption at the end of each time period         $       $

         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,
1995.

     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 representing interests in separate
portfolios of
securities. The Fund is designed for financial institutions acting in an
agency
or fiduciary capacity as a convenient means of accumulating an interest
in a
professionally managed, non-diversified portfolio investing primarily in
short-
term Michigan municipal securities. The Fund may not be a suitable
investment
for retirement plans or for non-Michigan taxpayers because it invests in
municipal securities of that state. A minimum initial investment of
$10,000
within a 90-day period is required.
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 current income exempt from
federal
regular income tax and the personal income tax imposed by the State of
Michigan
consistent with stability of principal and liquidity. In addition, the
Fund
intends to qualify as an investment substantially exempt from the
Michigan
Intangibles Personal Property Tax ("intangibles tax"). This investment
objective
cannot be changed without shareholder approval. While there is no
assurance that
the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
     INVESTMENT POLICIES
The Fund pursues its investment objective by investing in a portfolio of
Michigan municipal securities (as defined below) maturing in 13 months
or less.
As a matter of investment policy, which cannot be changed without
shareholder
approval, at least 80% of the Fund's annual interest income will be
exempt from
federal regular income tax and Michigan state income and intangibles
tax.
(Federal regular income tax does not include the federal individual
alternative
minimum tax or the federal alternative minimum tax for corporations).
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 Trustees without shareholder
approval.
Shareholders will be notified before any material change in these
policies
becomes effective.
Acceptable Investments. The Fund invests primarily in debt obligations
issued by
or on behalf of Michigan 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 federal regular
income tax
and Michigan personal income tax ("Michigan Municipal Securities").
Examples of
Michigan Municipal Securities include, but are not limited to:
        o tax and revenue anticipation notes ("TRANs") issued to finance
          working capital needs in anticipation of receiving taxes or
other
          revenues;
        o bond anticipation notes ("BANs") that are intended to be
refinanced
          through a later issuance of longer-term bonds;
        o municipal commercial paper and other short-term notes;
        o variable rate demand notes;
        o municipal bonds (including bonds having serial maturities and
pre-
          refunded bonds) and leases; and
        o participation, trust and partnership interests in any of the
          foregoing obligations.
          Variable Rate Demand Notes. Variable rate demand notes are
long-term
          debt instruments that have variable or floating interest rates
and
          provide the Fund with the right to tender the security for
repurchase
          at its stated principal amount plus accrued interest. Such
securities
          typically bear interest at a rate that is intended to cause
the
          securities to trade at par. The interest rate may float or be
          adjusted at regular intervals (ranging from daily to
annually), and
          is normally based on a published interest rate or interest
rate
          index. Most variable rate demand notes allow the Fund to
demand the
          repurchase of the security on not more than seven days prior
notice.
          Other notes only permit the Fund to tender the security at the
time
          of each interest rate adjustment or at other fixed intervals.
See
          "Demand Features." The Fund treats variable rate demand notes
as
          maturing on the later of the date of the next interest rate
          adjustment or the date on which the Fund may next tender the
security
          for repurchase.
          Participation Interests.  The Fund may purchase interests in
Michigan
          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 Michigan Municipal
Securities.
          Municipal Leases. Municipal leases are obligations issued by
state
          and local governments or authorities to finance the
acquisition of
          equipment and facilities. They may take the form of a lease,
an
          installment purchase contract, a conditional sales contract,
or a
          participation interest in any of the above.
Ratings.  The securities in which the Fund invests must be rated in one
of the
two highest short-term rating categories by one or more nationally
recognized
statistical rating organizations ("NRSROs") or be of comparable quality
to
securities having such ratings. An NRSRO's two highest rating categories
are
determined without regard for sub-categories and gradations. For
example,
securities rated SP-1+, SP-1, or SP-2 by Standard & Poor's Ratings Group
("S&P"), MIG-1 or MIG-2 by Moody's Investors Service, Inc. ("Moody's"),
or FIN-
1+, FIN-1, and FIN-2 by Fitch Investors Service, Inc. ("Fitch") are all
considered rated in one of the two highest short-term rating categories.
The
Fund will follow applicable regulations in determining whether a
security rated
by more than one NRSRO can be treated as being in one of the two highest
short-
term rating categories; currently, such securities must be rated by two
NRSROs
in one of their two highest rating categories. See "Regulatory
Compliance."
Credit Enhancement.  Certain of the Fund's acceptable investments may be
credit
enhanced by a guaranty, letter of credit, or insurance. The Fund
typically
evaluates the credit quality and ratings of credit-enhanced securities
based
upon the financial condition and ratings of the party providing the
credit
enhancement (the "credit enhancer"), rather than the issuer. However,
credit-
enhanced securities will not be treated as having been issued by the
credit
enhancer for diversification purposes, unless the Fund has invested more
than
10% of its assets in securities issued, guaranteed or otherwise credit
enhanced
by the credit enhancer, in which case the securities will be treated as
having
been issued by both the issuer and the credit enhancer. The bankruptcy,
receivership, or default of the credit enhancer will adversely affect
the
quality and marketability of the underlying security.
Demand Features.  The Fund may acquire securities that are subject to
puts and
standby commitments ("demand features") to purchase the securities at
their
principal amount (usually with accrued interest) within a fixed period
(usually
seven days) following a demand by the Fund. The demand feature may be
issued by
the issuer of the underlying securities, a dealer in the securities, or
by
another third party, and may not be transferred separately from the
underlying
security. The Fund uses these arrangements to provide the Fund with
liquidity
and not to protect against changes in the market value of the underlying
securities. The bankruptcy, receivership, or default by the issuer of
the demand
feature, or a default on the underlying security or other event that
terminates
the demand feature before its exercise, will adversely affect the
liquidity of
the underlying security. Demand features that are exercisable even after
a
payment default on the underlying security may be treated as a form of
credit
enhancement.
When-Issued and Delayed Delivery Transactions.  The Fund may purchase
securities
on a when-issued or delayed delivery basis. These transactions are
arrangements
in which the Fund purchases securities with payment and delivery
scheduled for a
future time. The seller's failure to complete these transactions  may
cause the
Fund to miss a price or yield considered to be advantageous. 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.
Accordingly, the Fund may pay more or less than the market value of the
securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the adviser
deems it
appropriate to do so. In addition, the Fund may enter into transactions
to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities
at later
dates. The Fund may realize short-term profits or losses upon the sale
of such
commitments.
Restricted and Illiquid Securities. The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund
may
invest pursuant to its investment objective and policies but which are
subject
to restrictions on resale under federal securities laws. Under criteria
established by the Trustees, certain restricted securities are
determined to be
liquid. To the extent that restricted securities are not determined to
be
liquid, the Fund will limit their purchase, together with other illiquid
securities, to 10% of its net assets.
Temporary Investments.  From time to time, when the investment adviser
determines that market conditions call for a temporary defensive
posture, the
Fund may invest in tax-exempt or taxable securities such as: obligations
issued
by or on behalf of municipal or corporate issuers having the same
quality
characteristics as described above; obligations issued or guaranteed by
the U.S.
government, its agencies, or instrumentalities; instruments issued by a
U.S.
branch of a domestic bank or other deposit institution having capital,
surplus,
and undivided profits in excess of $100,000,000 at the time of
investment; and
repurchase agreements (arrangements in which the organization selling
the Fund a
temporary investment agrees at the time of sale to repurchase it at a
mutually
agreed upon time and price).
Although the Fund is permitted to make taxable, temporary investments,
there is
no current intention to do so. However, the interest from certain
Michigan
Municipal Securities is subject to the federal alternative minimum tax.
     MICHIGAN MUNICIPAL SECURITIES
Michigan 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.
Michigan 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 Michigan 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.
     INVESTMENT RISKS
Yields on Michigan Municipal Securities depend on a variety of factors,
including:  the general conditions of the short-term municipal note
market and
of the municipal bond market; the size of the particular offering; the
maturity
of the obligations; and the rating of the issue. The ability of the Fund
to
achieve its investment objective also depends on the continuing ability
of the
issuers of Michigan Municipal Securities and participation interests, or
the
credit enhancers of either, to meet their obligations for the payment of
interest and principal when due. In addition, from time to time, the
supply of
Michigan Municipal Securities acceptable for purchase by the Fund could
become
limited.
The Fund may invest in Michigan Municipal Securities which are repayable
out of
revenue streams generated from economically related projects or
facilities
and/or whose issuers are located in the same state. Sizable investments
in these
Michigan Municipal Securities could involve an increased risk to the
Fund should
any of these related projects or facilities experience financial
difficulties.
Obligations of issuers of Michigan Municipal Securities are subject to
the
provisions of bankruptcy, insolvency, and other laws affecting the
rights and
remedies of creditors. In addition, the obligations of such issuers may
become
subject to laws enacted in the future by Congress, state legislators, or
referenda extending the time for payment of principal and/or interest,
or
imposing other constraints upon enforcement of such obligations or upon
the
ability of states or municipalities to levy taxes. There is also the
possibility
that, as a result of litigation or other conditions, the power or
ability of any
issuer to pay, when due, the principal of and interest on its municipal
securities may be materially affected.
     NON-DIVERSIFICATION
The Fund is non-diversified. An investment in the Fund, therefore, will
entail
greater risk than would exist if it were diversified because the higher
percentage of investments among fewer issuers may result in greater
fluctuation
in the total market value of the Fund's portfolio. Any economic,
political, or
regulatory developments affecting the value of the securities in the
Fund's
portfolio will have a greater impact on the total value of the portfolio
than
would be the case if the portfolio were diversified among more issuers.
However, the Fund intends to comply with Subchapter M of the Internal
Revenue
Code. This undertaking requires that, at the end of each quarter of each
taxable
year, with regard to at least 50% of the Fund's total assets, no more
than 5% of
its total assets are invested in the securities of a single issuer and
that with
respect to the remainder of the Fund's total assets, no more than 25% of
its
total assets are invested in the securities of a single issuer.
     INVESTMENT LIMITATIONS
The Fund will not borrow money or pledge securities except, under
certain
circumstances, the Fund may borrow up to one-third of the value of its
total
assets and pledge assets to secure such borrowings. This investment
limitation
cannot be changed without shareholder approval.
     REGULATORY COMPLIANCE
The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in
this
prospectus and its Statement of Additional Information, in order to
comply with
applicable laws and regulations, including the provisions of and
regulations
under the Investment Company Act of 1940, as amended. In particular, the
Fund
will comply with the various requirements of Rule 2a-7, which regulates
money
market mutual funds. The Fund will determine the effective maturity of
its
investments, as well as its ability to consider a security as having
received
the requisite short-term ratings by NRSROs, according to Rule 2a-7. The
Fund may
change these operational policies to reflect changes in the laws and
regulations
without the approval of its shareholders.
     TRUST INFORMATION
     MANAGEMENT OF THE FUND
Board of  Trustees.  The Trust is managed by a Board of Trustees. The
Trustees
are responsible for managing the Fund's business affairs and for
exercising all
the Trust's powers except those reserved for the shareholders. An
Executive
Committee of the Board of Trustees  handles the Board's responsibilities
between
meetings of the Board.
Investment Adviser. Investment decisions for the Fund are made by
Federated
Management, the Fund's investment adviser, subject to direction by the
Trustees.
The adviser continually conducts investment research and supervision for
the
Fund and is responsible for the purchase and sale of portfolio
instruments.
          Advisory Fees.  The adviser receives an annual investment
advisory
          fee equal to .50 of 1% of the Fund's average daily net assets.
The
          adviser has undertaken to reimburse the Fund up to the amount
of the
          advisory fee for operating expenses in excess of limitations
          established by certain states. The adviser also may
voluntarily
          choose to waive a portion of its fee or reimburse other
expenses of
          the Fund, but reserves the right to terminate such waiver or
          reimbursement at any time at its sole discretion.
          Adviser's Background.  Federated Management, a Delaware
business
          trust, organized on April 11, 1989, is a registered investment
          adviser under the Investment Advisers Act of 1940. It is a
subsidiary
          of Federated Investors. All of the Class A (voting) shares of
          Federated Investors are owned by a trust, the trustees of
which are
          John F. Donahue, Chairman and Trustee of Federated Investors,
Mr.
          Donahue's wife, and Mr. Donahue's son, J. Christopher Donahue,
who is
          President and Trustee of Federated Investors.
          Federated Management and other subsidiaries of Federated
Investors
          serve as investment advisers to a number of investment
companies and
          private accounts. Certain other subsidiaries also provide
          administrative services to a number of investment companies.
Total
          assets under management or administration by these and other
          subsidiaries of Federated Investors are approximately $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 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.
Shareholder Services Plan.  The Fund has adopted a Shareholder Services
Plan
(the "Services Plan") under which it will pay Federated Shareholder
Services, a
subsidiary of Federated Investors, an amount not exceeding .25 of 1% of
the
average daily net asset value of the Fund to provide personal services
and/or
maintenance of shareholder accounts to the Fund and its shareholders.
From time
to time and for such periods as deemed appropriate, the amount stated
above may
be reduced voluntarily.
Federated Shareholder Services may elect to pay financial institutions
fees
based upon shares owned by their clients or customers for services
provided to
those 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 Federated
Shareholder Services.
Shareholder Servicing Arrangements.  The distributor may pay financial
institutions such as banks, fiduciaries, custodians for public funds,
investment
advisers, and broker/dealers to provide certain services to
shareholders. These
services may include, but are not limited to, distributing prospectuses
and
other information, providing accounting assistance, and communicating or
facilitating purchases and redemptions of shares. Any fees paid for
these
services by the distributor will be reimbursed by the adviser and not
the Fund.
Glass-Steagall Act.  The Glass-Steagall Act prohibits a depository
institution
(such as a commercial bank or a savings and loan association) from being
an
underwriter or distributor of most securities. In the event the Glass-
Steagall
Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax
current
restrictions on depository institutions, the Trustees will consider
appropriate
changes in the administrative 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, 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 as
specified
below:
            Maximum Fee             Average Aggregate Daily Net Assets
            .15 of 1%                  on the first $250 million
            .125 of 1%                 on the next $250 million
            .100 of 1%                 on the next $250 million
            .075 of 1%                 on assets in excess of $750
million
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,
if any.
Average aggregate daily net assets include those of all mutual funds
advised by
affiliates of Federated Investors. Federated Administrative Services may
choose
voluntarily to waive a portion of its fee.
Custodian.  State Street Bank and Trust Company, Boston, MA, is
custodian for
the securities and cash of the Fund.
Transfer Agent and Dividend Disbursing Agent.  Federated Services
Company,
Boston, MA is transfer agent for the shares of, and dividend disbursing
agent
for, the Fund. Federated Services Company is a subsidiary of Federated
Investors.
Independent Public Accountants.  The independent public accountants for
the Fund
are Arthur Andersen LLP, Pittsburgh, PA.
     EXPENSES OF THE FUND
The Fund pays all of its own expenses and its allocable share of Trust
expenses.
These expenses 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 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, accounting, and
legal
expenses; reports to shareholders and government agencies; meetings of
Trustees
and shareholders and proxy solicitations therefore; insurance premiums;
association membership dues; and such non-recurring and extraordinary
items as
may arise.
     NET ASSET VALUE
The Fund attempts to stabilize the net asset value of its shares at
$1.00 by
valuing the portfolio securities using the amortized cost method. The
net asset
value per share is determined by subtracting total liabilities from
total assets
and dividing the remainder by the number of shares outstanding. The Fund
cannot
guarantee that its net asset value will always remain at $1.00 per
share.
The net asset value is determined at 12:00 noon, 1:00 p.m. (Eastern
time), and
as of the close of trading (normally 4:00 p.m., Eastern time) on the New
York
Stock Exchange each day the New York Stock Exchange is open.
     HOW TO PURCHASE SHARES
     SHARE PURCHASES
Shares are sold at their net asset value, without a sales charge, next
determined after an order is received, on days on which the New York
Stock
Exchange and the Federal Reserve Wire System are open for business.
Shares may
be purchased as described below. Accounts may be opened through a
financial
institution (such as a bank or broker/dealer) or by wire or by check
directly
from the Fund with a minimum initial investment of $10,000. (Financial
institutions may impose different minimum investment requirements on
their
customers).
In connection with any sale, Federated Securities Corp. may from time to
time
offer certain items of nominal value to any shareholder or investor. The
Fund
reserves the right to reject any purchase request. An account form must
be
established at a financial institution or by completing, signing, and
returning
the new account form available from the Fund before shares can be
purchased.
Purchasing Shares Through a Financial Institution.  Investors may call
their
financial institutions to place an order. Orders through a financial
institution
are considered received when the Fund receives payment by wire or
converts
payment by check from the financial institution into federal funds. It
is the
financial institution's responsibility to transmit orders promptly.
Financial
institutions may charge additional fees for their services.
Purchasing Shares By Wire.  To purchase by wire, call the Fund before
1:00 p.m.
(Eastern time) to place an order. All information needed will be taken
over the
telephone, and 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:  Federated Services Company, c/o State
Street
Bank and Trust Company, Boston, MA; Attention; EDGEWIRE; For Credit to:
Michigan
Municipal Cash Trust; Fund Number (this number can be found on the
account
statement or by contacting the Fund); Group Number or Order Number;
Nominee or
Institution Name; and ABA Number 011000028. Shares cannot be purchased
by wire
on holidays when wire transfers are restricted.
Purchasing Shares By  Check.  Shares may be purchased by sending a check
made
payable to Michigan Municipal Cash Trust to:  Federated Services
Company, c/o
State Street Bank and Trust Company, P.O. Box 8604, Boston, MA 02266-
8604.
Orders by mail are considered received when payment by check is
converted into
federal funds (normally the business day after the check is received)
and shares
begin earning dividends the next day.
SPECIAL PURCHASE FEATURES
Systematic Investment Program.  A minimum of $100 can be automatically
withdrawn
periodically from the shareholder's checking account at any Automated
Clearing
House ("ACH") member institution and invested in Fund shares.
Shareholders
should contact their financial institution and/or the Fund to
participate in
this program.
     HOW TO REDEEM SHARES
Shares are redeemed at their net asset value next determined after the
Fund
receives the redemption request. Redemptions will be made on days on
which the
Fund computes its net asset value. Redemption requests must be received
in
proper form and can be made as described below.
Redeeming Shares Through a Financial Institution.  Shares may be
redeemed by
contacting the shareholder's financial institution. Shares will be
redeemed at
the net asset value next determined after Federated Services Company
receives
the redemption request. According to the shareholder's instructions,
redemption
proceeds can be sent to the financial institution or to the shareholder
by check
or by wire. The financial institution is responsible for promptly
submitting
redemption requests and providing proper written redemption
instructions.
Customary fees and commissions may be charged by the financial
institution for
this service.
Redeeming Shares By Telephone.  Redemptions in any amount may be made by
calling
the Fund provided the Fund has a properly completed authorization form.
These
forms can be obtained from Federated Securities Corp. Proceeds from
redemption
requests received before 12:00 noon (Eastern time) will be wired the
same day to
the shareholder's account at a domestic commercial bank which is a
member of the
Federal Reserve System, but will not include that day's dividends.
Proceeds from
redemption requests received after that time will include that day's
dividend
but will be wired the following business day. Under limited
circumstances,
arrangements may be made with the distributor for same-day payment
proceeds,
without that day's dividend, for redemption requests received before
2:00 p.m.
(Eastern time). Proceeds from redeemed shares purchased by check or
through ACH
will not be wired until that method of payment has cleared.
Telephone instructions may be recorded and if reasonable procedures are
not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.
In the event of drastic economic or market changes, a shareholder may
experience
difficulty in redeeming by telephone. If this occurs, "Redeeming Shares
By Mail"
should be considered. If at any time the Fund shall determine it
necessary to
terminate or modify the telephone redemption privilege, shareholders
would be
promptly notified.
Redeeming Shares By Mail.  Shares may be redeemed in any amount by
mailing a
written request together with properly endorsed certificates, if issued,
to:
Federated Services Company, c/o State Street Bank and Trust Company,
P.O. Box
8604, Boston, MA 02266-8604. The written request should state: Michigan
Municipal Cash Trust; the account name as registered with the Fund; the
account
number; and the number of shares to be redeemed or the dollar amount
requested.
All owners of the account must sign the request exactly as the shares
are
registered. Any share certificates should be sent by registered or
certified
mail with the written request. Normally, a check for the proceeds is
mailed
within one business day, but in no event more than seven days, after
receipt of
a proper written redemption request. Dividends are paid up to and
including the
day that a redemption request is processed.
Shareholders requesting a redemption of any amount to be sent to an
address
other than that on record with the Fund or a redemption payable other
than to
the shareholder of record must have their signatures guaranteed by: a
commercial
or savings bank, trust company or savings and loan association whose
deposits
are insured by an organization which is administered by the Federal
Deposit
Insurance Corporation; a member of a domestic stock exchange; 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.
SPECIAL REDEMPTION FEATURES
Check Writing.  Upon request, a checking account will be established to
allow
shareholders to redeem their Fund shares. A fee will be charged for this
service. The check writing service allows the shareholder to receive the
daily
dividend declared  on the shares to be redeemed until the check is
presented to
State Street Bank for payment. However, checks should never be made
payable or
sent to State Street Bank or the Fund to redeem shares, and a check may
not be
written to close an account. Canceled checks are sent to the shareholder
each
month.
Debit Card.  Upon request, a debit account will be established. This
account
allows shareholders to redeem shares by using a debit card. A fee will
be
charged to the account for this service.
Systematic Withdrawal Program.  If a shareholder's account has a value
of at
least $10,000, a systematic withdrawal program may be established
whereby
automatic redemptions are made from the account and transferred
electronically
to any commercial bank, savings bank, or credit union that is an ACH
member.
Shareholders may apply for participation in this program through their
financial
institution or the Fund.
     ACCOUNT INFORMATION
     DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are
automatically
reinvested on payment dates in additional shares of the Fund unless cash
payments are requested by writing to the Fund.
     CAPITAL GAINS
The Fund does not expect to realize any capital gains or losses. If
capital
gains or losses were to occur, they could result in an increase or
decrease in
dividends. The Fund will distribute in cash or additional shares any
realized
net long-term capital gains at least once every 12 months.
     CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a
share
account for each shareholder.  Share certificates are not issued unless
requested by contacting the Fund or Federated Services Company in
writing.
Monthly confirmations are sent to report transactions such as all
purchases and
redemptions as well as dividends paid during the month.
     ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, if an
account
balance falls below $10,000 due to shareholder redemptions, the Fund may
redeem
all of the remaining shares in any account, (except accounts maintained
by
retirement plans) and pay the proceeds to the shareholder.
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 each
portfolio
in the Trust have equal voting rights, except that in matters affecting
only a
particular portfolio, only shares of that portfolio are entitled to
vote. As a
Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for
certain
changes in the Trust's or the Fund's operation and for the election of
Trustees
under certain circumstances.
Trustees may be removed by the Trustees or by shareholders at a special
meeting.
A special meeting of the shareholders for this purpose shall be called
by the
Trustees upon the written request of shareholders owning at least 10% of
the
outstanding shares of the Trust.
     MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable
as
partners under Massachusetts law for obligations of the Trust. To
protect its
shareholders, the Trust has filed legal documents with Massachusetts
that
expressly disclaim the liability of its shareholders for acts or
obligations of
the Trust. These documents require notice of this disclaimer to be given
in each
agreement, obligation, or instrument the Trust or its Trustees enter
into or
sign.
In the unlikely event a shareholder is held personally liable for the
Trust's
obligations, the Trust is required by the Declaration of Trust to use
its
property to protect or compensate the shareholder. On request, the Trust
will
defend any claim made and pay any judgment against a shareholder for any
act or
obligation of the Trust. Therefore, financial loss resulting from
liability as a
shareholder will occur only if the Trust itself cannot meet its
obligations to
indemnify shareholders and pay judgments against them.
     TAX INFORMATION
     FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet
requirements
of the Internal Revenue Code applicable to regulated investment
companies and to
receive the special tax treatment afforded to such companies.
The Fund will be treated as a single, separate entity for federal income
tax
purposes so that income (including capital gains) and losses realized by
the
Trust's other portfolios will not be combined for tax purposes with
those
realized by the Fund.
Shareholders are not required to pay the federal regular income tax on
any
dividends received from the Fund that represent net interest on tax-
exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on certain "private activity" bonds
issued
after August 7, 1986, may be included in calculating the federal
individual
alternative minimum tax or the federal alternative minimum tax for
corporations.
The Fund may purchase all types of municipal bonds, including private
activity
bonds.
The alternative minimum tax 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.
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.
     STATE AND LOCAL TAXES
Income from the Fund is not necessarily free from taxes in states other
than
Michigan. Shareholders are urged to consult their own tax advisers
regarding the
status of their accounts under state and local tax laws.
     MICHIGAN TAX CONSIDERATIONS
Under existing Michigan laws, distributions made by the Fund will not be
subject
to Michigan personal income taxes to the extent that such distributions
qualify
as exempt-interest dividends under the Internal Revenue Code, and
represent (i)
interest from obligations of Michigan or any of its political
subdivisions, or
(ii) income from obligations of the United States government which are
exempted
from state income taxation by a law of the United States.
The portion of a shareholder's shares in the Fund representing (i) bonds
or
other similar obligations of Michigan or its political subdivisions, or
(ii)
obligations of the United States which are exempt from taxation by a law
of the
United States, and dividends paid by the Fund representing interest
payments on
securities, will be exempt from Michigan intangibles tax.
Distributions by the Fund are not subject to the Michigan Single
Business Tax to
the extent that such distributions are derived from interest on
obligations of
Michigan or its political subdivisions, or obligations of the United
States
government that are exempt from state taxation by a law of the United
States.
Certain municipalities in Michigan also impose an income tax on
individuals and
corporations. However, to the extent that the dividends from the Funds
are
exempt from federal regular income taxes, such dividends also will be
exempt
from Michigan municipal income taxes.
     PERFORMANCE INFORMATION
From time to time, the Fund advertises its yield, effective yield, and
tax-
equivalent yield.
Yield represents the annualized rate of income earned on an investment
over a
seven-day period. It is the annualized dividends earned during the
period on an
investment shown as a percentage of the investment. The effective yield
is
calculated similarly to the yield, but when annualized, the income
earned by an
investment is assumed to be reinvested daily. The effective yield will
be
slightly higher than the yield because of the compounding effect of this
assumed
reinvestment. The tax-equivalent yield is calculated similarly to the
yield, but
is adjusted to reflect the taxable yield that would have to be earned to
equal
the Fund's tax exempt yield, assuming a specific tax rate.
Advertisements and sales literature may also refer to total return.
Total return
represents the change, over a specified period of time, in the value of
an
investment in the Fund after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is
expressed as
a percentage.
From time to time, advertisements for the Fund may refer to ratings,
rankings,
and other information in certain financial publications and/or compare
its
performance to certain indices.
     ADDRESSES
     Michigan Municipal Cash Trust
                                         Federated Investors Tower
                                         Pittsburgh, PA 15222-3779

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

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

     Custodian
           State Street Bank and Trust Company
     P.O. Box 8604
                                         Boston, MA  02266

     Transfer Agent and Dividend Disbursing Agent
           Federated Services Company    P.O. Box 8604
                                         Boston, MA  02266

     Independent Public Accountants
           Arthur Andersen LLP           2100 One PPG Place
                                         Pittsburgh, PA  15222




                                             Michigan Municipal Cash
Trust

                                             PROSPECTUS

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

                                              Prospectus dated June 15,
1995



    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    CUSIP #s
    #######X (6/95)





MICHIGAN 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 Michigan Municipal Cash Trust (the "Fund"), a
portfolio of
    Federated Municipal Trust (the "Trust")  dated June 15, 1995. This
    Statement is not a prospectus.  To receive a copy of a prospectus,
write
    or call the Fund.

    FEDERATED INVESTORS TOWER
    PITTSBURGH, PA 15222-3779

    Statement dated June 15, 1995

Federated Securities Corp.
Distributor
A subsidiary of Federated
Investors


Investment Policies                     1
 Acceptable Investments                1
 Participation Interests               1
 Municipal Leases                      1
 When-Issued And Delayed Delivery
   Transactions                         1
 Repurchase Agreements                 1
Michigan Investment Risks               2
Investment Limitations                  2
 Selling Short and Buying on Margin    2
 Issuing Senior Securities and Borrowing
   Money                                3
 Pledging Assets                       3
 Lending Cash or Securities            3
 Investing in Commodities              3
 Investing in Real Estate              3
 Underwriting                          3
 Concentration of Investments          3
 Investing in Restricted Securities    3
 Investing in Illiquid Securities      3
 Investing in Securities of Other
   Investment Companies                 3
 Investing in New Issuers              3
 Investing for Control                 4
 Investing in Issuers Whose Securities
   Are Owned by Officers of the Fund    4
 Investing in Options                  4
 Investing in Minerals                 4
Brokerage Transactions                  4
Federated Municipal Trust Management    4
 Trustees Compensation                 9
 Trustee Liability                     9
Investment Advisory Services            9
 Investment Adviser                    9
 Advisory Fees                        10
Fund Administration                    10
Shareholder Services Plan              10
Determining Net Asset Value            10
Redemption in Kind                     11
The Fund's Tax Status                  11
Performance Information                11
 Yield                                11
 Effective Yield                      11
 Tax-Equivalent Yield                 11
 Tax-Equivalency Table                12
 Total Return                         12
 Performance Comparisons              12

     INVESTMENT POLICIES
Unless indicated otherwise, the policies described below may be changed
by the
Trustees without shareholder approval. Shareholders will be notified
before any
material change in these policies becomes effective.
     ACCEPTABLE INVESTMENTS
When determining whether a security presents minimal credit risks, the
investment adviser will consider the creditworthiness of: the issuer of
the
security, the issuer of any demand feature applicable to the  security,
or any
guarantor of either the security or any demand feature.
     PARTICIPATION INTERESTS
The financial institutions from which the Fund purchases participation
interests
frequently provide or secure from another financial institution
irrevocable
letters of credit or guarantees and give the Fund the right to demand
payment of
the principal amounts of the participation interests plus accrued
interest on
short notice (usually within seven days). The municipal securities
subject to
the participation interests are not limited to the Fund's maximum
maturity
requirements so long as the participation interests include the right to
demand
payment from the issuers of those interests. By purchasing these
participation
interests, the Fund is buying a security meeting the maturity and
quality
requirements of the Fund and also is receiving the tax-free benefits of
the
underlying securities.
     MUNICIPAL LEASES
The Fund may purchase municipal securities in the form of participation
interests that represent an undivided proportional interest in lease
payments by
a governmental or nonprofit entity. The lease payments and other rights
under
the lease provide for and secure payments on the certificates. Lease
obligations
may be limited by municipal charter or the nature of the appropriation
for the
lease. 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.
In determining the liquidity of municipal lease securities, the
investment
adviser, under the authority delegated by the Board of Trustees, will
base its
determination on the following factors: whether the lease can be
terminated by
the lessee; the potential recovery, if any, from a sale of the leased
property
upon termination of the lease; the lessee's general credit strength
(e.g., its
debt, administrative, economic and financial characteristics and
prospects); the
likelihood that the lessee will discontinue appropriating funding for
the leased
property because the property is no longer deemed essential to its
operations
(e.g., the potential for an "event of non-appropriation"); and any
credit
enhancement or legal recourse provided upon an event of non-
appropriation or
other termination of the lease.
     WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous
price or yield for the Fund. 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 assets are marked to market daily and
are
maintained until the transaction has been settled. The Fund does not
intend to
engage in when-issued and delayed delivery transactions to an extent
that would
cause the segregation of more than 20% of the total value of its assets.
     REPURCHASE AGREEMENTS
Certain securities in which the Fund invests may be purchased pursuant
to
repurchase agreements. Repurchase agreements are arrangements in which
banks,
broker/dealers, and other recognized financial institutions sell
securities to
the Fund and agree at the time of sale to repurchase them at a mutually
agreed
upon time and price. To the extent that the seller does not repurchase
the
securities from the Fund, the Fund could receive less than the
repurchase price
on any sale of such securities. The Fund or its custodian will take
possession
of the securities subject to repurchase agreements, and these securities
will be
marked to market daily.  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
adviser to be creditworthy pursuant to guidelines established by the
Trustees.
MICHIGAN INVESTMENT RISKS
The Michigan economy has diversified away from durable goods
manufacturing with
service sector employment currently at 25.7% of total employment.
However,
manufacturing and the automobile sector in particular, still have
significant
influence over the State's economy. Michigan's economy tends to
fluctuate with
the cyclical trends of the manufacturing sector, which still accounts
for nearly
23% of total State employment. The state's unemployment rate is
currently below
the national unemployment rate for the first time reflecting both the
diversification of the regional economy and significant improvement in
the
automobile sector and related industries.
Michigan's finances were hard hit during the 1990 and 1991 fiscal
periods.
Spending cuts and an improving state economy resulted in surplus
revenues of
$254 million in fiscal 1992. As a result of continuing surplus funds in
fiscal
years 1993 and 1994, Michigan's budget stabilization fund reached an
historically high level of $779 million at the end of fiscal 1994, with
an
additional increase now projected for the year ended September 30, 1995.
The
state of Michigan maintains a conservative debt position with per capita
debt
remaining below the national average.
On August 19, 1993, the Governor of Michigan signed into law Act 145,
Public
Acts of Michigan, 1993 ("Act 145"), a measure which would have
significantly
impacted financing of primary and secondary school operations and which
has
resulted in additional property tax and school finance reform
legislation. Act
145 would have exempted all property in the State of Michigan from
millage
levied for local and intermediate school districts operating purposes,
other
than millage levied for community colleges, effectively July 1, 1994. In
order
to replace local property tax revenues lost as a result of Act 145, the
Michigan
Legislature, in December 1993, enacted several statutes which address
property
tax and school finance reform. Education reform legislation not dealing
with
school finance was also enacted.
The property tax and school finance reform measures included a ballot
proposal
("Proposal A") which was subject to voter approval and in fact approved
on March
15, 1994, and a statutoryproposal which would have automatically taken
effect of
Proposal A had not been approved. Under Proposal A as approved,
effective May
1,1994, the State sales and use tax was increased from 4% to 6%, the
State
income tax was decreased from 4.6% to 4.4%, the cigarette tax was
increased from
$.25 to $.75 per pack and an additional tax of 16% of the wholesale
price was
imposed on certain other tobacco products. A 0.75% real estate transfer
tax was
effective January 1, 1995. Beginning in 1994, a State property tax of 6
mills
will be imposed on all real and personal property currently subject to
the
general property tax. The ability of school districts to levy property
taxes for
school operating purposes will be partially restored. A school board
will, with
voter approval, be able to levy up to the lesser of 18 mills or the
number of
mills levied in 1993 for school operating purposes, on non-homestead
property.
Proposal A contains additional provisions regarding the ability of local
school
districts to levy taxes as well as a limit on assessment increases for
each
parcel of property, beginning in 1995 to the lesser of 5% of the rate of
inflation. When property is subsequently sold, its assessed value will
revert to
the current assessment level of 50% of true cash value. Under Proposal
A, much
of the additional revenue generated by the new taxes will be dedicated
to the
State School Aid Fund.
Proposal A contains a system of financing local school operating costs
which
relies upon a foundation allowance amount which may vary by district
based upon
historical spending levels. State funding will provide each school
district an
amount equal to the difference between its foundation allowance and the
revenues
generated by its local property tax levy. Under Proposal A, a local
school
district will also be entitled to levy supplemental property taxes to
generate
additional revenues if its foundation allowance is less than its
historical per
pupil expenditures. Proposal A also contains provisions which allow for
the levy
of a limited number of enhancement mills on regional and local district
bases.
Proposal A shifts significant portions of the cost of local school
operations
from local districts to the State and raises additional State revenues
to fund
these additional State expenses. These additional revenues will be
included
within the State's constitutional revenue limitations and may impact the
State's
ability to raise additional revenues in the future. The credit impact on
local
school districts is that revenue growth linked closely to state economy
and
local enrollment.
     INVESTMENT LIMITATIONS
           Selling Short and Buying on Margin
 The Fund will not sell any securities short or purchase any securities
on
margin but may obtain such short-term     credits as are necessary for
clearance
of transactions.
           Issuing Senior Securities and Borrowing Money
 The Fund will not issue senior securities except that the Fund may
borrow money
in amounts up to one-third of the   value of its total assets, including
the
amounts borrowed.
 The Fund will not borrow money for investment leverage, but rather as a
temporary, extraordinary, or emergency    measure or to facilitate
management of
the portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous.  The Fund will not purchase    any securities while
borrowings
in excess of 5% of the value of its total assets are outstanding.
           Pledging Assets
 The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings.
           Lending Cash or Securities
 The Fund will not lend any of its assets, except that it may purchase
or hold
portfolio securities permitted by its     investment objective,
policies, and
limitations, or Declaration of Trust.
           Investing in Commodities
 The Fund  will not purchase or sell commodities, commodity contracts,
or
commodity futures contracts.
           Investing in Real Estate
 The Fund will not purchase or sell real estate, including limited
partnership
interests, 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.
           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.
           Concentration of Investments
 The Fund will not invest 25% or more of the value of its total assets
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,
except that the Fund may invest 25% or more of the value of its total
assets in
cash, cash items, or securities issued    or guaranteed by the
government of the
United States or its agencies, or instrumentalities and repurchase
agreement collateralized by such U.S. government securities.
The above 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.
           Investing in Restricted Securities
 The Fund will not invest more than 10% of its total assets in
securities
subject to restrictions on resale under federal       securities law,
except for
restricted securities determined to be liquid under criteria established
by the
Trustees.
           Investing in Illiquid Securities
 The Fund will not invest more than 10% of the value of its net assets
in
illiquid securities.
           Investing in Securities of Other Investment Companies
 The Fund will not purchase securities of other investment companies,
except as
part of a merger, consolidation, or       other acquisition.
           Investing in New Issuers
 The Fund will not invest more than 5% of the value of its total assets
in
securities of issuers (including companies      responsible for paying
principal
and interest on industrial development bonds) which have records of less
than
three years of continuous operations, including the operation of any
predecessor.
           Investing for Control
 The Fund will not invest in securities of a company for the purpose of
exercising control or management.
           Investing in Issuers Whose Securities Are Owned by Officers
of the
     Fund
 The Fund will not purchase or retain the securities of any issuer if
the
officers and Trustees of the Fund or its  investment adviser owning
individually
more than .50 of 1% of the issuer's securities together own more than 5%
of
the issuer's securities.
           Investing in Options
 The Fund will not invest in puts, calls, straddles, spreads, or any
combination
of them.
           Investing in Minerals
 The Fund will not purchase or sell interests in oil, gas, or other
mineral
exploration or development programs or    leases, although it may
purchase the
securities of issuers which invest in or sponsor such programs.
For purposes of the above limitations, the Fund considers 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 to be
"cash items."  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 limitation.
The Fund does not intend to borrow money or pledge securities in excess
of 5% of
the value of its net assets during the  coming fiscal year.
     BROKERAGE TRANSACTIONS
When selecting brokers and dealers to handle the purchase and sale of
portfolio
instruments, the adviser looks for prompt execution of the order at a
favorable
price.  In working with dealers, the adviser will generally use those
who are
recognized dealers in specific portfolio instruments, except when a
better price
and execution of the order can be obtained elsewhere.  The adviser makes
decisions on portfolio transactions and selects brokers and dealers
subject to
guidelines established by the Board of Trustees.  The adviser may select
brokers
and dealers who offer brokerage and research services.  These services
may be
furnished directly to the Fund or to the adviser and may include:
advice as to
the advisability of investing in securities; security analysis and
reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services.  Research services provided by
brokers and
dealers may be used by the adviser or its affiliates in advising the
Trust and
other accounts.  To the extent that receipt of these services may
supplant
services for which the adviser or its affiliates might otherwise have
paid, it
would tend to reduce their expenses.  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.
Although investment decisions for the Fund are made independently from
those of
the other accounts managed by the adviser, investments of the type the
Fund may
make may also be made by those other accounts.  When the Fund and one or
more
other accounts managed by the adviser are prepared to invest in, or
desire to
dispose of, the same security, available investments or opportunities
for sales
will be allocated in a manner believed by the adviser to be equitable to
each.
In some cases, this procedure may adversely affect the price paid or
received by
the Fund or the size of the position obtained or disposed of by the
Fund.  In
other cases, however, it is believed that coordination and the ability
to
participate in volume transactions will be to the benefit of the Fund.
     Federated Municipal Trust Management_____________________
Officers and Trustees are listed with their addresses, present positions
with
Federated Municipal Trust, and principal occupations.

     John F. Donahue@*
     Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated
Research
Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life and
Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing
General
Partner of the Funds.  Mr. Donahue is the father of J. Christopher
Donahue, Vice
President of the Trust.

     Thomas G. Bigley
     28th Floor, One Oxford Centre
     Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.

     John T. Conroy, Jr.
     Wood/IPC Commercial Department
     John R. Wood and Associates, Inc., Realtors
     3255 Tamiami Trail North
     Naples, FL
Birthdate:  June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President,
John R.
Wood and Associates, Inc., Realtors; President, Northgate Village
Development
Corporation; Partner or Trustee in private real estate ventures in
Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds;
formerly,
President, Naples Property Management, Inc.

     William J. Copeland
     One PNC Plaza - 23rd Floor
     Pittsburgh, PA
Birthdate:  July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice
Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,
Inc.

     James E. Dowd
     571 Hayward Mill Road
     Concord, MA
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
Trustee,
or Managing General Partner of the Funds; formerly, Director, Blue Cross
of
Massachusetts, Inc.

     Lawrence D. Ellis, M.D.
     3471 Fifth Avenue, Suite 1111
     Pittsburgh, PA
Birthdate:  October 11, 1932
Trustee
Boa
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
Hospitals;
Director, Trustee, or Managing General Partner of the Funds.

     Edward L. Flaherty, Jr.@
     Henny, Kochuba, Meyer and Flaherty
     Two Gateway Center - Suite 674
     Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N
Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel,
Horizon
Financial, F.A., Western Region.

     Peter E. Madden
     225 Franklin Street
     Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director,
Trustee, or Managing General Partner of the Funds; formerly, President,
State
Street Bank and Trust Company and State Street Boston Corporation and
Trustee,
Lahey Clinic Foundation, Inc.

     Gregor F. Meyer
     Henny, Kochuba, Meyer and Flaherty
     Two Gateway Center - Suite 674
     Pittsburgh, PA
Birthdate:  October 6, 1926
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director,
Trustee, or
Managing General Partner of the Funds; formerly, Vice Chairman, Horizon
Financial, F.A.

     John E. Murray, Jr., J.D., S.J.D.
     President, Duquesne University
     Pittsburgh, PA
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner,
Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the
Funds.

     Wesley W. Posvar
     1202 Cathedral of Learning
     University of Pittsburgh
     Pittsburgh, PA
Birthdate:  September 14, 1925
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment
for International Peace, RAND Corporation, Online Computer Library
Center, Inc.,
and U.S. Space Foundation; Chairman, Czecho Slovak 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
     4905 Bayard Street
     Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General
Partner of the Funds.

________________________________________________________________________
_
     ______________________________
     Glen R. Johnson*
     Federated Investors Tower
     Pittsburgh, PA
     Birthdate:  May 2, 1929

     President and Trustee
     Trustee, Federated Investors; President and/or Trustee of some of
the
     Funds; staff member, Federated Securities Corp. and Federated
     Administrative Services.

     J. Christopher Donahue
     Federated Investors Tower
     Pittsburgh, PA
     Birthdate:  April 11, 1949

     Vice President
     President and Trustee, Federated Investors, Federated Advisers,
Federated
     Management, and Federated Research; President and Director,
Federated
     Research Corp.; President, Passport Research, Ltd.; Trustee,
Federated
     Administrative Services, Federated Services Company, and Federated
     Shareholder Services; 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
     Federated Investors Tower
     Pittsburgh, PA
     Birthdate:  May 17, 1923

     Vice President

     Executive Vice President and Trustee, Federated Investors;
Director,
     Federated Research Corp.; Chairman and Director, Federated
Securities
     Corp.; President or Vice President of some of the Funds; Director
or
     Trustee of some of the Funds.

     Edward C. Gonzales
     Federated Investors Tower
     Pittsburgh, PA
Birthdate:  October 22, 1930
Vice President and Treasurer
Vice President, Treasurer, and Trustee, Federated Investors; Vice
President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice
President,
Treasurer, and Director, Federated Securities Corp.; Trustee, Federated
Services
Company and Federated Shareholder Services; Chairman, Treasurer, and
Trustee,
Federated Administrative Services; Trustee or Director of some of the
Funds;
Vice President and Treasurer of the Funds.

     John W. McGonigle
     Federated Investors Tower
     Pittsburgh, PA
Birthdate:  October 26, 1938
Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated
Investors;
Vice President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and Secretary,
Federated
Research Corp. and Passport Research, Ltd.; Trustee, Federated Services
Company;
Executive Vice President, Secretary, and Trustee, Federated
Administrative
Services; Secretary and Trustee, Federated Shareholder Services;
Executive Vice
President and Director, Federated Securities Corp.; Vice President and
Secretary
of the Funds.

      *  This Trustee is deemed to be an "interested person" as defined
in the
         Investment Company Act of 1940, as amended.
      @  Member of the Executive Committee. The Executive Committee of
the Board
         of Trustees handles the responsibilities of the Board of
Trustees
         between meetings of the Board.
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series;
Arrow Funds; Automated Cash Management Trust; Automated Government Money
Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.;
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 Institutional Trust; Federated Intermediate Government Trust;
Federated Master Trust; Federated Municipal Trust; Federated Short-
Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock
Trust; Federated Tax-Free Trust; Federated U.S. Government Bond Fund;
First
Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable Rate
U.S.
Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight Institutional Series,
Inc.;
Insurance Management Series; Intermediate Municipal Trust; 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 Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed
Series Trust; Money Market Management, Inc.; Money Market Obligations
Trust;
Money Market Trust; Municipal Securities Income Trust; Newpoint Funds;
New York
Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters
Funds;
RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
Star Funds;
The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds;
Trust for Financial Institutions; Trust For Government Cash Reserves;
Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; The
Virtus Funds; and World Investment Series, Inc.
     TRUSTEES COMPENSATION

                      AGGREGATE
NAME ,              COMPENSATION
POSITION WITH            FROM              TOTAL COMPENSATION PAID
TRUST                   TRUST#          FROM TRUST AND FUND COMPLEX +

John F. Donahue,     $ -0-       $ -0-  for theTrust and
Chairman and Trustee             69 other investment companies in the
Fund Complex
Thomas G. Bigley,    $ -0-       $ 24,991 for the Trust and
Trustee                          50 other investment companies in the
Fund Complex
John T. Conroy, Jr., $ 4,757.00  $ 136,100 for the Trust and
Trustee                          65 other investment companies in the
Fund Complex
William J. Copeland, $ 4,757.00  $ 136,100 for the Trust and
Trustee                          65 other investment companies in the
Fund Complex
James E. Dowd,       $ 4,757.00  $ 136,100 for the Trust and
Trustee                          65 other investment companies in the
Fund Complex
Lawrence D. Ellis, M.D.,         $ 4,308.00     $ 123,600 for the Trust
and
Trustee                          65 other investment companies in the
Fund Complex
Edward L. Flaherty, Jr.,         $ 4,757.00     $ 136,100 for the Trust
and
Trustee                          65 other investment companies in the
Fund Complex
Glen R. Johnson,     $ -0-       $ -0- for the Trust and
President and Trustee               9 other investment companies in the
Fund Complex
Peter E. Madden,     $ 4,308.00  $ 104,880 for the Trust and
Trustee                          65 other investment companies in the
Fund Complex
Gregor F. Meyer,     $ 4,308.00  $ 123,600 for the Trust and
Trustee                          65 other investment companies in the
Fund Complex
John E. Murray, Jr., $ -0-       $ -0- for the Trust and
Trustee                          65 other investment companies in the
Fund Complex
Wesley W. Posvar,    $ 4,308.00  $ 123,600 for the Trust and
Trustee                          65 other investment companies in the
Fund Complex

     Marjorie P. Smuts,         $ 4,308.00               $ 123,600 for
the
     Trust and
     Trustee                    65 other investment companies in the
Fund
     Complex
#THE AGGREGATE COMPENSATION IS PROVIDED FOR THE TRUST WHICH IS COMPRISED
OF 14
PORTFOLIOS.
+THE INFORMATION IS PROVIDED FOR THE LAST CALENDAR YEAR.

     TRUSTEE LIABILITY
The 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
     INVESTMENT ADVISER
The Fund's investment adviser is Federated Management.  It is a
subsidiary of
Federated Investors.  All the voting securities of Federated Investors
are owned
by a trust, the trustees of which are John F. Donahue, his wife and his
son, J.
Christopher Donahue.
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
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
fees.
      This arrangement is not part of the advisory contract and may be
amended
      or rescinded in the future.
     FUND ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors,
provides
administrative personnel and services to the Fund for a fee as described
in the
prospectus. Dr. Henry J. Gailliot, an officer of Federated Management,
the
adviser to the Fund, holds approximately 20% of the outstanding common
stock and
serves as a director of Commercial Data Services, Inc., a company which
provides
computer processing services to Federated Administrative Services.
     SHAREHOLDER SERVICES PLAN
This arrangement permits the payment of fees to Federated Shareholder
Services
and financial institutions to cause services to be provided which are
necessary
for the maintenance of shareholder accounts and to encourage personal
services
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 balance; answering routine client inquiries; and
assisting
clients in changing dividend options, account designations, and
addresses.  By
adopting the Shareholder Services Plan, the Board of Trustees expects
that the
Fund will benefit by: (1) providing personal services to shareholders;
(2) investing shareholder assets with a minimum of delay and
administrative
detail; (3) enhancing shareholder recordkeeping systems; and (4)
responding
promptly to shareholders' requests and inquiries concerning their
accounts.
Custodian and Portfolio Recordkeeper.   State Street Bank and Trust
Company,
Boston, MA, is custodian for the securities and cash of the Fund.  It
also
provides certain accounting and recordkeeping services with respect to
the
Fund's portfolio investments.
     DETERMINING NET ASSET VALUE
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.
Accordingly, 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 opposite may be
true.
The Fund's use of the amortized cost method of valuing portfolio
instruments
depends on its compliance with certain conditions in Rule 2a-7 (the
"Rule")
promulgated by the Securities and Exchange Commission under the
Investment
Company Act of 1940. Under 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 per share, taking into
account
current market conditions and the Fund's investment objective. The
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 of 1% between the two values. The Trustees
will
take any steps they consider appropriate (such as redemption in kind or
shortening the average portfolio maturity) to minimize any material
dilution or
other unfair results arising from differences between the two methods of
determining net asset value.
     REDEMPTION IN KIND
The Fund is obligated to redeem shares solely in cash up to $250,000 or
1% of
the Fund's net asset value, whichever is less, for any one shareholder
within a
90-day period.  Any redemption beyond this amount will also be in cash
unless
the Trustees determine that further payments should be in kind.  In such
cases,
the Fund will pay all or a portion of the remainder of the redemption in
portfolio instruments valued in the same way as the Fund determines net
asset
value. The portfolio instruments will be selected in a manner that the
Trustees
deem fair and equitable.  Redemption in kind is not as liquid as a cash
redemption.  If redemption is made in kind, shareholders who sell these
securities could receive less than the redemption value and could incur
certain
transaction costs.
     THE FUND'S TAX STATUS
To qualify for the special tax treatment afforded to regulated
investment
companies, 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.
     PERFORMANCE INFORMATION
Performance depends upon such variables as: portfolio quality; average
portfolio
maturity; type of instruments in which the portfolio is invested;
changes in
interest rates; changes in expenses; and the relative amount of cash
flow. To
the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in
shares of
the Fund, the performance will be reduced for those shareholders paying
those
fees.
     YIELD
The yield is calculated 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 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.
     EFFECTIVE YIELD
The effective yield is calculated 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 tax-equivalent yield of the Fund is calculated similarly to the
yield but is
adjusted to reflect the taxable yield that the Fund would have had to
earn to
equal its actual yield, assuming a 39.6% tax rate (the maximum effective
federal
rate for individuals) and assuming that income is 100% exempt.
     TAX-EQUIVALENCY TABLE
A tax-equivalency table may be used in advertising and sales literature.
The
interest earned by the municipal securities 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 can
be an attractive choice for investors, particularly in times of narrow
spreads
between tax-free and taxable yields.
     TAXABLE YIELD EQUIVALENT FOR 1995
     STATE OF MICHIGAN


     COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
                19.47%     32.47%      35.47%       40.47%        44.07%
     JOINT         $1    $39,001      $94,251       $143,601       OVER
     RETURN      39,000   94,250      143,600       256,500
256,500

     SINGLE        $1    $23,351      $56,551       $117,951       OVER
     RETURN      23,350   56,550      117,950       256,500
256,500
   Tax-Exempt Yield     _________________Taxable Yield
Equivalent___________________________
      2.50%      3.10%      3.70%       3.87%        4.20%         4.47%
      3.00%      3.73%      4.44%       4.65%        5.04%         5.36%
      3.50%      4.35%      5.18%       5.42%        5.88%         6.26%
      4.00%      4.97%      5.92%       6.20%        6.72%         7.15%
      4.50%      5.59%      6.66%       6.97%        7.56%         8.05%
      5.00%      6.21%      7.40%       7.75%        8.40%         8.94%
      5.50%      6.83%      8.14%       8.52%        9.24%         9.83%
      6.00%      7.45%      8.88%       9.30%       10.08%        10.73%

     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. If you itemize deductions, your
taxable yield
     equivalent will be lower.
     The chart above is for illustrative purposes only.  It is not an
indicator
     of past or future performance of Fund shares.
     * Some portion of the Fund's income may be subject to the federal
     alternative minimum tax and state and local income taxes.
     TOTAL RETURN
Average annual total return is the average compounded rate of return for
a given
period that would equate a $1,000 initial investment to the ending
redeemable
value of that investment. The ending redeemable value is computed by
multiplying
the number of shares owned at the end of the period by the net asset
value per
share at the end of the period. The number of shares owned at the end of
the
period is based on the number of shares purchased at the beginning of
the period
with $1,000, adjusted over the period by any additional shares, assuming
the
monthly reinvestment of all dividends and distributions.
     PERFORMANCE COMPARISONS
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance,
investors
should consider all relevant factors such as the composition of any
index used,
prevailing market conditions, portfolio compositions of other funds, and
methods
used to value portfolio securities and compute offering price. The
financial
publications and/or indices which the Fund uses in advertising may
include:
        O LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
          categories based on total return, which assumes the
reinvestment of
          all income dividends and capital gains distributions, if any.
        o DONOGHUE'S MONEY FUND REPORT publishes annualized yields of
money
          market funds weekly. Donoghue's MONEY MARKET INSIGHT
publication
          reports monthly and 12-month-to-date investment results for
the same
          money funds.
        o MONEY, a monthly magazine, regularly ranks money market funds
in
          various categories based on the latest available seven-day
effective
          yield.

PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:

            (a)   Financial Statements: (1-13, Filed in Part A).
            (b)   Exhibits:
                   (1)  Copy of Declaration of Trust of the Registrant
(1);
                          (i) Conformed copy of Amendment No. 4, dated
                              September 1, 1989, to the Declaration of
Trust
                              (7);
                         (ii)  Copy of Amendment No. 10, dated November
18,
                              1992, to the Declaration of Trust (12);
                        (iii) Conformed copy of Amendment No. 12, dated
Nov.
                              22, 1993, to the Declaration of Trust
(17);
                         (iv) Conformed copy of Amendment No. 13, dated
                              February 24, 1994, to the Declaration of
Trust
                              (17);
                          (v) Conformed copy of Amendment No. 14, dated
                              August 25, 1994 (20);
                   (2)  Copy of By-Laws of the Registrant (7);
                   (3)  Not applicable;

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).
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).
20. Response is incorporated by reference to Registrant's
    PostEffective Amendment No. 30 on Form N-1A filed on
    September 19, 1994 (File Nos. 33-31251 and 811-5911)
                              (4)   (i)               Copy of Specimen
Certificates for Shares of
                              Beneficial Interest of Alabama Municipal
Cash
                              Trust, Minnesota Municipal Cash Trust
(Cash
                              Series Shares and Institutional Shares),
                              Pennsylvania Municipal Cash Trust (Cash
Series
                              Shares and Institutional Service Shares),
                              Virginia Municipal Cash Trust
(Institutional
                              Service Shares and Institutional Shares),
North
                              Carolina Municipal Cash Trust, Ohio
Municipal
                              Cash Trust (Cash II Shares and
Institutional
                              Shares), Massachusetts Municipal Cash
Trust
                              (Institutional Service Shares and BayFunds
                              Shares), and New Jersey Municipal Cash
Trust
                              (Institutional Shares and Institutional
Service
                              Shares) (16);
                        (ii)  Copy of Specimen Certificate for Maryland
                              Municipal Cash Trust (17);
                        (iii) Copy of Specimen Certificate for Florida
                              Municipal Cash Trust (20)
                        (iv)  Copy of Speciman Certificate for Michigan
                              Municipal Cash Trust; +
                   (5)  Copy of Investment Advisory Contract of the
                        Registrant (7);
                          (i)  Conformed copy of Exhibit G to Investment
                               Advisory Contract for Virginia Municipal
Cash
                               Trust (18);
                         (ii)               Conformed copy of Exhibit H
to
                              Investment Advisory Contract for Alabama
                              Municipal Cash Trust (19);
                        (iii)               Conformed copy of Exhibit I
to
                              Investment Advisory Contract for North
Carolina
                              Municipal Cash Trust (19);

______________________

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).
20.         Response is incorporated by reference to Registrant's Post-
                              Effective Amendment No. 30 on Form N-1A
filed
                              on September 19, 1994 (File Nos. 33-31251
and
                              811-5911).
                                                       (iv)
Conformed copy of Exhibit J to
                              Investment Advisory Contract for Maryland
                              Municipal Cash Trust (19);
                          (v)               Conformed copy of Exhibit K
to
                              Investment Advisory Contract for New York
                              Municipal Cash Trust; (22)
                         (vi)               Conformed copy of Exhibit L
to
                              Investment Advisory Contract for
California
                              Municipal Cash Trust; (22)
                        (vii)               Conformed copy of Exhibit M
to
                              the Investment Advisory Contract for
Florida
                              Municipal Cash Trust; (22)
                      (viii)                Form of Exhibit N to the
                              Investment Advisory Contract for Michigan
                              Municipal Cash Trust (To be filed by
                              Amendment);
                  (6)                           Copy of Distributor's
Contract
                        of the
                        Registrant(7);
                          (i)               Conformed copy of Exhibit M
to
                              Distributor's Contract; (22)
                         (ii)               Conformed copy of Exhibit N
to
                              the Distributor's Contract for Virginia
                              Municipal Cash Trust (19);
                        (iii)               Conformed copy of Exhibit O
to
                              the Distributor's Contract for Alabama
                              Municipal Cash Trust (19);

+ All exhibits have been filed electronically.
 7.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 6 on Form N-1A filed on November 6, 1990 (File Nos. 33-31259
and 811-5911).
19.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259 and
811-5911).
22.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259
and 811-
      5911).
                         (iv)               Conformed copy of Exhibit P
to
                              the Distributor's Contract for North
Carolina
                              Municipal Cash Trust (19);
                          (v)               Conformed copy of Exhibit Q
to
                              the Distributor's Contract for Maryland
                              Municipal Cash Trust (19);
                         (vi)               Conformed copy of Exhibit R
to
                              the Distributor's Contract for New York
                              Municipal Cash Trust, Cash II Shares (21);
                        (vii)               Conformed copy of Exhibit S
to
                              the Distributor's Contract for New York
                              Municipal Cash Trust, Institutional
Service
                              Shares (21);
                       (viii)               Conformed copy of Exhibit T
to the
                              Distributor's Contract for California
Municipal
                              Cash Trust (21);
                         (ix)               Conformed copy of Exhibit U
to
                              the Distributor's Contract for Florida
                              Municipal Cash Trust; (22)
                        (x)                 Form of Exhibit V to the
                              Distributor's Contract for Michigan
Municipal
                              Cash Trust (To be filed by Amendment);
                   (7)  Not applicable;
                   (8)    (i)  Conformed copy of Custodian Agreement of
the
                        Registrant; (22)
                   (9)    (i)  Conformed copy of Transfer Agency
                               Agreement of the Registrant; (22)
                          (ii) Conformed copy of Sub-Transfer Agency
                              Agreement of the Registrant (Massachusetts
                              Municipal Cash Trust--BayFunds Shares
                              only)(15);
                         (iii) Conformed copy of Shareholder Services
                              Agreement of the Registrant (Massachusetts
                              Municipal Cash Trust--BayFunds Shares
only)
                              (15);
                        (iv)                Conformed copy of
Shareholder
                              Services Agreement of the Registrant; (22)
                        (v)   Conformed copy of Shareholder Services
Plan of
                              the Registrant; (22)


+ All exhibits have been filed electronically.
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).
19.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259 and
811-5911).
21.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 31 on Form N-1A filed on October 24, 1994 (File Nos. 33-31259
and 811-
      5911).
22.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259
and 811-
      5911).

                        (vi)   Conformed copy of Exhibit A to
Shareholder
                              Services Plan for Virginia Municipal Cash
Trust-
                              Institutional Service Shares; (19)
                        (vii)  Conformed copy of Exhibit B to
Shareholder
                              Services Plan for Maryland Municipal Cash
                              Trust; (18)
                        (viii) Form of Exhibit C to Shareholder Services
Plan
                              for Florida Municipal Cash Trust; +
                        (ix)   Form of Exhibit D to Shareholder Services
Plan
                              for Michigan Municipal Cash Trust (To be
filed
                              by Amendment);
                        (x)   Conformed copy of Administrative Services
                              Agreement of the Registrant; (22)
                  (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)  Not applicable;
                  (12)  Not applicable;
                  (13)  Copy of Initial Capital Understanding (2);
                  (14)  Not applicable.
_________________________
+ All exhibits have been filed electronically.
 2.   Response is incorporated by reference to Registrant's Pre-
Effective
      Amendment No. 1 on Form N-1A filed on October 31, 1989 (File Nos.
33-
      31259 and 811-5911).
 5.   Response is incorporated by reference to Registrant's Post-
Effective
      Amendment No. 3 on Form N-1A filed August 3, 1990 (File Nos. 33-
31259
      and 811-5911).
 7.   Response is incorporated by reference to Registrant's Post-
Effective
      Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos.
33-
      31259 and 811-5911).
18.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 26 on Form N-1A filed on June 1, 1994 (File Nos. 33-31259 and
811-5911).
19.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 28 on Form N-1A filed on June 28, 1994 (File Nos. 33-31259 and
811-5911).
22.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259
and 811-
      5911).


                              (15)                (i) Copy of Rule 12b-1
Plan 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.
                              (1) Conformed copy of Exhibit H to 12b-1
Plan
                              for New York Municipal Cash Trust, Cash II
                              Shares (21);
                              (2) Conformed copy of Exhibit I to 12b-1
Plan
                              for New York Municipal Cash Trust,
                              Institutional Service Shares (21);
                              (3) Conformed copy of Exhibit J to 12b-1
Plan
                              for Florida Municipal Cash Trust; (22)
_________________________
+ All exhibits have been filed electronically.
 7.   Response is incorporated by reference to Registrant's Post-
Effective
      Amendment No. 6 on Form N-1A filed on November 6, 1990 (File Nos.
33-
      31259 and 811-5911).
21.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 31 on Form N-1A filed on October 24, 1994 (File Nos. 33-31259
and 811-
      5911).
22.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 32 on Form N-1A filed on December 28, 1994 (File Nos. 33-31259
and 811-
      5911).
                  (16)  Schedules for Computation of Performance Data;
                          (i) New Jersey Municipal Cash Trust
(Institutional
                              Shares and Institutional Service Shares)
(23);
                         (ii) Ohio Municipal Cash Trust (23);
                        (iii) Virginia Municipal Cash Trust
(Institutional
                              Share and Institutional Service Shares)
(16);
                         (iv) Alabama Municipal Cash Trust (18);
                          (v) North Carolina Municipal Cash Trust (18);
                         (vi) Maryland Municipal Cash Trust (21);
                        (vii) Florida Municipal Cash Trust (23);
                  (17)  Not applicable;
                  (18)  Not Applicable;
                  (19)  Conformed copy of Power of Attorney; +

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

            None

Item 26.    Number of Holders of Securities:

                                                Number of Record
Holders as
                  of
            Title of Class                      March 31,1995
            Shares of beneficial
            interest (no par value)

            Alabama Municipal Cash Trust                  218
            California Municipal Cash Trust               433
            Connecticut Municipal Cash Trust
                  Institutional Service Shares            984
            Florida Municipal Cash Trust                  101
            Maryland Municipal Cash Trust                 216
            Massachusetts Municipal Cash Trust
                  Institutional Service Shares            272
                  BayFunds Shares                           3
____________________________
+All exhibits have been filed electronically.
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. 33-31259 and 811-5911).
18.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 26 on Form N-1A filed on June 1, 1994 (File Nos. 33-31259 and
811-5911).
21.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 31 on Form N-1A filed on October 24, 1994 (File Nos. 33-31259
and 811-
      5911).
23.   Response is incorporated by reference to Registrant's Post-
Effective Amendment
      No. 33 on Form N-1A filed on February 13, 1995 (File Nos. 33-31259
and 811-
      5911).
                                                Number of Record
Holders as
                  of
            Title of Class                      March 31, 1995
            Minnesota Municipal Cash Trust
                  Cash Series Shares                    2,388
                  Institutional Shares                     46
            New Jersey Municipal Cash Trust
                  Institutional Service Shares            114
                  Institutional Shares                      7
            New York Municipal Cash Trust
                  Cash II Shares                          100
                  Institutional Service Shares            187
            North Carolina Municipal Cash Trust           278
            Ohio Municipal Cash Trust
                  Cash II Shares                          132
                  Institutional Shares                     53
            Pennsylvania Municipal Cash Trust
                  Cash Series Shares                      598
                  Institutional Service Shares            274
            Virginia Municipal Cash Trust
                  Institutional Shares                     20
                  Institutional Service Shares            502

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
            Presidents; Henry J. Gailliot, Senior Vice President-
Economist;
            Peter R. Anderson, and J. Alan Minteer, Senior Vice
Presidents;
            J. Scott Albrecht, Randall A. Bauer, David A. Briggs,
Jonathan C.
            Conley, Deborah A. Cunningham, Michael P. Donnelly, Mark E.
            Durbiano, Kathleen M. Foody-Malus, Thomas M. Franks, Edward
C.
            Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W.
            McGonigle,  Susan M. Nason, Mary Jo Ochson, Robert J.
Ostrowski,
            Frederick L. Plautz, Jr.,


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).

            Charles A. Ritter, James D. Roberge, Sandra L. Weber, 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.


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; Arrow
Funds;
                Automated Cash Management Trust; Automated Government
Money Trust;
                BayFunds;  The Biltmore Funds; The Biltmore Municipal
Funds;
                California Municipal Cash Trust; Cash Trust Series,
Inc.; Cash Trust
                Series II; DG Investor Series; Edward D. Jones & Co.
Daily Passport
                Cash Trust; Federated ARMs Fund;  Federated Exchange
Fund, Ltd.;
                Federated GNMA Trust; Federated Government Trust;
Federated Growth
                Trust; Federated High Yield Trust; Federated Income
Securities
                Trust; Federated Income Trust; Federated Index Trust;
Federated
                Institutional Trust; Federated Intermediate Government
Trust;
                Federated Master Trust; Federated Municipal Trust;
Federated Short-
                Intermediate Government Trust; Federated Short-Term U.S.
Government
                Trust; Federated Stock Trust; Federated Tax-Free Trust;
Federated
                U.S. Government Bond Fund; First Priority Funds; First
Union Funds;
                Fixed Income Securities, Inc.; Fortress Adjustable Rate
U.S.
                Government Fund, Inc.; Fortress Municipal Income Fund,
Inc.;
                Fortress Utility Fund, Inc.; Fountain Square Funds; Fund
for U.S.
                Government Securities, Inc.; Government Income
Securities, Inc.;
                High Yield Cash Trust; Independence One Mutual Funds;
Insight
                Institutional Series, Inc.; Insurance Management Series;
                Intermediate Municipal Trust; International Series Inc.;
Investment
                Series Funds, Inc.; Investment Series Trust; Liberty
Equity Income
                Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty
Municipal
                Securities Fund, Inc.; Liberty U.S. Government Money
Market Trust;
                Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust;
                Marshall Funds, Inc.; Money Market Management, Inc.;
Money Market
                Obligations Trust; Money Market Trust; The Monitor
Funds; Municipal
                Securities Income Trust; Newpoint Funds; New York
Municipal Cash
                Trust; 111 Corcoran Funds; Peachtree Funds; The Planters
Funds;
                RIMCO Monument Funds; The Shawmut Funds; Short-Term
Municipal Trust;
                SouthTrust Vulcan Funds; Star Funds; The Starburst
Funds; The
                Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds;
                Targeted Duration Trust; Tax-Free Instruments Trust;
Tower Mutual
                Funds; Trademark Funds; Trust for Financial
Institutions; Trust for
                Government Cash Reserves; Trust for Short-Term U.S.
Government
                Securities; Trust for U.S. Treasury Obligations; Vision
Fiduciary
                Funds, Inc.; Vision Group of Funds, Inc.; The Virtus
Funds; and
                World Investment Series, Inc.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Solon A. Person, IV            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

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

John B. Bohnet                 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

Kevin J. Crenny                Vice President,                    --
Federated Investors Tower      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

Daniel T. Culbertson           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

Joseph L. Epstein              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

Michael D. Fitzgerald          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

Craig S. Gonzales              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

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

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

Stephen A. LaVersa             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

Richard C. Mihm                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

Robert D. Oehlschlager         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

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

John C. Shelar, Jr.            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

Jamie M. Teschner              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

Paul A. Uhlman                 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

Michael P. Wolff               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

Charlene H. Jennings           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
            Registrant                          Federated Investors
Tower
                                          Registrant        Pittsburgh,
PA
                                          15222-      3779

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

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

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

            State Street Bank
            Trust Company                       P.O. Box 8604
            Custodian                           Boston, MA 02266-8604

Item 31.    Management Services:  Not applicable.

Item 32.    Undertakings:

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

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

            Registrant hereby undertakes to file a post-effective
amendment
            on behalf of Michigan Municipal Cash Trust, using financial
            statements for Michigan Municipal Cash Trust, which need not
be
            certified, within four to six months from the effective date
of
            Post-Effective Amendment No. 34.


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(a) 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, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania,
on the
13th day of April, 1995.

FEDERATED MUNICIPAL TRUST

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


    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           April 13, 1995
    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)

Thomas G. Bigley*             Trustee

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

John E. Murray, Jr.*          Trustee

Wesley W. Posvar*             Trustee

Marjorie P. Smuts*            Trustee

* By Power of Attorney




                                         Exhibit 19 under Form N-1A
                                  Exhibit 24 under Item 601/Reg. S-K
                                       
                               POWER OF ATTORNEY
                                       
                                       
       Each  person  whose  signature  appears below  hereby  constitutes  and
appoints  the  Secretary and Assistant Secretary of FEDERATED MUNICIPAL  TRUST
and  the  Assistant General Counsel of Federated Investors, and each of  them,
their  true  and  lawful  attorneys-in-fact and agents,  with  full  power  of
substitution and resubstitution for them and in their names, place and  stead,
in  any and all capacities, to sign any and all documents to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, the
Securities  Exchange Act of 1934 and the Investment Company Act  of  1940,  by
means  of the EDGAR; and to file the same, with all exhibits thereto and other
documents   in   connection  therewith,  with  the  Securities  and   Exchange
Commission, granting unto said attorney-in-fact and agents, and each of  them,
full  power  and authority to sign and perform each and every  act  and  thing
requisite  and necessary to be done in connection therewith, as fully  to  all
intents  and  purposes  as each of them might or could do  in  person,  hereby
ratifying and confirming all that said attorney-in-fact and agents, or any  of
them,  or their or his substitute or substitutes, may lawfully do or cause  to
be done by virtue thereof.


SIGNATURES                          TITLE                                 DATE



/s/ JOHN F. DONAHUE                 Chairman                    April 13, 1995
John F. Donahue                      (Chief Executive Officer)



/s/ GLEN R. JOHNSON                 President                   April 13, 1995
Glen R. Johnson



/s/ EDWARD C. GONZALES              Vice President and Treasurer
Edward C. Gonzales                     (Principal Financial and
                                        Accounting Officer)     April 13, 1995


/s/ THOMAS G. BIGLEY                Trustt                      April 13, 1995
Thomas G. Bigley



/s/ JOHN T. CONROY, JR.             Trustee                     April 13, 1995
John T. Conroy, Jr.



/s/ WILLIAM J. COPELAND             Trustee                     April 13, 1995
William J. Copeland

SIGNATURES                          TITLE                                 DATE



/s/ JAMES E. DOWD                   Trustee                     April 13, 1995
James E. Dowd



/s/ LAWRENCE D. ELLIS, M.D.         Trustee                     April 13, 1995
Lawrence D. Ellis, M.D.



/s/ EDWARD L. FLAHERTY, JR.         Trustee                     April 13, 1995
Edward L. Flaherty, Jr.



/s/ PETER E. MADDEN                 Trustee                     April 13, 1995
Peter E. Madden



/s/ GREGOR F. MEYER                 Trustee                     April 13, 1995
Gregor F. Meyer



/s/ JOHN E. MURRAY, JR.             Trustee                     April 13, 1995
John E. Murray, Jr.



/s/ WESLEY W. POSVAR                Trustee                     April 13, 1995
Wesley W. Posvar



/s/ MARJORIE P. SMUTS               Trustee                     April 13, 1995
Marjorie P. Smuts




Sworn to and subscribed before me this 13th day of April , 1995




/s/ MARIE M. HAMM
Marie M. Hamm





                                             Exhibit 4 (iv) under Form N-1A
                                        Exhibit 3(c) under Item 601/Reg.S-K

                         (FEDERATED MUNICIPAL TRUST)
                                      
                       (MICHIGAN MUNICIPAL CASH TRUST)

Number                                                               Shares
_____                                                                 _____

Account No.    Alpha Code     Organized under the      See Reverse Side For
                              Laws of the Commonwealth  Certain Definitions
                              of Massachusetts





THIS IS TO CERTIFY THAT                                     is the owner of





                                                     CUSIP_(To be Supplied)


Fully Paid and Non-Assessable Shares of Beneficial Interest of (MICHIGAN
MUNICIPAL CASH TRUST) Portfolio of (Federated Municipal Trust) hereafter
called the "Trust", transferable on the books of the Trust by the owner in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed.

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

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

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




Dated:                   (FEDERATED MUNICIPAL TRUST)
                               Corporate Seal
                                   (1989)
                                Massachusetts



/s/ Edward C. Gonzales                                  /s/ John F. Donahue
    Vice President & Treasurer                                     Chairman


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

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

      For value received__________ hereby sell, assign, and transfer unto

Please insert social security or other
identifying number of assignee

______________________________________


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

_____________________________________________________________________________

_____________________________________________________________________________

______________________________________________________________________ shares

of beneficial interest represented by the within Certificate, and do hereby

irrevocably constitute and appoint __________________________________________

_____________________________________________________________________________

to transfer the said shares on the books of the within named Trust with full

power of substitution in the premises.



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


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



Page One

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

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

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

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


Page Two

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




                                           Exhibit 9(viii) under Form N-1A
                                        Exhibit 10 under Item 601/Reg. S-K


                                               EXHIBIT C
                                                 to the
                                                  Plan

                             FEDERATED MUNICIPAL TRUST

                              Florida Municipal Cash Trust


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

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

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


                                    FEDERATED MUNICIPAL TRUST



                                    By:
                                                      President




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